UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 23, 2024
Nuveen Churchill Private Capital Income Fund
(Exact name of registrant as specified in its charter)
| Delaware | 000-56412 | 88-6187397 | ||||||||||||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| 375 Park Avenue, 9th Floor, New York, NY | 10152 | |||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
Registrant’s telephone number, including area code: (212) 478-9200
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| None | N/A | N/A | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☑
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement
Purchase and Sale Agreement
On October 23, 2024, Nuveen Churchill Private Capital Income Fund, a Delaware statutory trust (the “Fund”), entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with Nuveen Churchill Private Credit Fund, a Delaware statutory trust (“NCPCF”), in accordance with Rule 17a-8 of the Investment Company Act of 1940, as amended (the “1940 Act”). Pursuant to the Purchase Agreement, NCPCF will sell to the Fund substantially all of NCPCF’s assets, and the Fund will assume NCPCF’s liabilities, for total consideration equal to NCPCF’s net asset value (“NAV”) as of the Determination Date (as defined below), as set forth in the Purchase Agreement (the “Transaction”). The Board of Trustees of each of the Fund (the “Fund’s Board”) and NCPCF (the “NCPCF Board”), including all of the respective trustees who are not “interested persons” of the Fund and NCPCF (as defined under Section 2(a)(19) of the 1940 Act) have approved the Purchase Agreement and the Transaction contemplated therein.
The Fund and NCPCF are affiliated business development companies that are externally managed by Churchill PCIF Advisor LLC (the “Adviser”) and Churchill Asset Management LLC (“Churchill”), respectively, each of which is a Delaware limited liability company controlled by Nuveen, LLC, the investment management division of the Teachers Insurance and Annuity Association of America. Churchill also serves as a sub-adviser to the Fund under an investment sub-advisory agreement between the Adviser and Churchill, pursuant to which the Adviser has delegated substantially all of its daily portfolio management obligations under its investment advisory agreement with the Fund to Churchill. Further, the same individuals who serve as trustees on the Fund’s Board also serve as trustees on the NCPCF Board, except that the Fund’s Board includes two additional trustees who are “interested persons” of the Fund (as defined under Section 2(a)(19) of the 1940 Act) who do not serve on the NCPCF Board.
Transaction Contemplated by the Purchase and Sale Agreement
As of a mutually agreed date no earlier than 48 hours prior to the effective time of the Transaction (the “Determination Date”), NCPCF will deliver to the Fund a calculation of its NAV as of such date (the “Closing NAV”). Based on such calculations, at the effective time of the Transaction (the “Effective Time”), the Fund will deliver to NCPCF cash consideration in an amount equal to the Closing NAV, and NCPCF will sell, transfer, assign, convey and deliver to the Fund all of its assets (other than assets necessary for NCPCF to carry out its wind-down and liquidation), and the Fund will assume NCPCF’s liabilities, including all indebtedness outstanding under NCPCF’s credit facility and all obligations under the documents governing NCPCF’s portfolio assets. As soon as reasonably practicable following the closing of the Transaction, NCPCF will cease its investment operations and distribute the cash consideration it receives from the Transaction and all of its remaining assets, if any, to its shareholders, among other actions necessary for the successful wind down, liquidation, and termination of NCPCF’s existence.
Representations, Warranties and Covenants; Conditions to and Termination of the Transaction
The Purchase Agreement contains certain representations, warranties and covenants by each of the Fund and NCPCF, subject to specified exceptions and qualifications. The Purchase Agreement also contains customary covenants, including, among others, covenants relating to the operation of each of the Fund’s and NCPCF’s business during the period prior to the closing of the Transaction, the preparation of a proxy statement in connection with the Transaction (the “Proxy Statement”) and obtaining certain regulatory and third party consents, if any. NCPCF has agreed to solicit the approvals required of its shareholders for the Purchase Agreement and the Transaction (the “Transaction Proposal”).
Closing of the Transaction, which is currently anticipated to occur during the fourth quarter of 2024, is subject to certain closing conditions, including requisite approval by NCPCF’s shareholders and certain other closing conditions set forth in the Purchase Agreement. The Purchase Agreement also contains certain termination rights in favor of the Fund and NCPCF, including if the Transaction is not completed by December 31, 2024.
General
The description above is only a summary of the material provisions of the Purchase Agreement and is subject to and qualified in its entirety by reference to the Purchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
The representations, warranties and covenants set forth in the Purchase Agreement have been made only for purposes of such agreement and were solely for the benefit of the parties to the Purchase Agreement, may be subject to limitations agreed upon by the contracting parties, including qualification by confidential disclosures made for purposes of allocating contractual risk between the parties to the Purchase Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, the Purchase Agreement is included with this filing only to provide investors with information regarding the terms of the Purchase Agreement, and not to provide investors with any factual information regarding the parties to the Purchase Agreement or their respective businesses.
Item 7.01 Regulation FD Disclosure
On October 29, 2024, the Fund and NCPCF issued a joint press release announcing the entry into the Purchase Agreement. The press release is furnished herewith as Exhibit 99.1.
The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for any purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such Section. The information in this Current Report on Form 8-K shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Forward Looking Statements
Some of the statements in this Current Report on Form 8-K constitute forward-looking statements because they relate to future events, future performance or financial condition or the Transaction. In addition, words such as “may,” “might,” “will,” “intend,” “should,” “could,” “can,” “would,” “expect,” “believe,” “estimate,” “anticipate,” “predict,” “potential,” “plan” or similar words indicate forward-looking statements, although not all forward-looking statements include these words. The forward-looking statements contained in this Current Report on Form 8-K involve risks and uncertainties.
Certain factors could cause actual results and conditions to differ materially from those projected, including the uncertainties associated with: (i) the timing or likelihood of the Transaction closing; (ii) the expected synergies and savings associated with the Transaction; (iii) the ability to realize the anticipated benefits of the Transaction (iv) the submission of the Transaction Proposal to NCPCF’s shareholders for approval; (v) the possibility that any or all of the various conditions to the consummation of the Transaction may not be satisfied or waived; (vi) risks related to diverting management’s attention from ongoing business operations; (vii) changes in the economy, financial markets and political environment; (viii) risks associated with possible disruption in the operations of the Fund or NCPCF prior to the closing of the Transaction or disruption in the economy generally due to geopolitical conflict or other unanticipated events; (ix) future changes in laws or regulations (including the interpretation of these laws and regulations by regulatory authorities); (x) conditions in the BDC industry or regulated investment company industry; and (xi) other considerations that may be disclosed from time to time in the Fund’s and NCPCF’s publicly disseminated documents and filings.
The Fund and NCPCF have based the forward-looking statements included in this Current Report on Form 8-K on information available to them on the date of this report, and they assume no obligation to update any such forward-looking statements. Although the Fund and NCPCF undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that they may make directly to you or through reports that the Fund and NCPCF in the future may file with the SEC, including the Proxy Statement that will be filed by NCPCF in connection with the Transaction, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
Additional Information and Where to Find It
This Current Report on Form 8-K relates to a proposed transaction involving the Fund and NCPCF, along with the related proposals for which approval by NCPCF’s shareholders will be sought. In connection with the Transaction Proposal, NCPCF intends to file relevant materials with the SEC, including a Proxy Statement. SHAREHOLDERS OF NCPCF ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT NCPCF AND THE TRANSACTION PROPOSAL. Investors and security holders will be able to obtain the documents filed with the SEC free of charge at the SEC’s web site, https://www.sec.gov, or by directing a request to NCPCF by mail at 375 Park Avenue, 9th Floor, New York, NY 10152, Attention: Investor Relations or by telephone at (212) 478-9200.
Participants in the Solicitation
NCPCF and its respective trustees, executive officers and certain other members of management and employees of Churchill and its affiliates may be deemed to be participants in the solicitation of proxies from shareholders of NCPCF in connection with the Transaction Proposal. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of NCPCF’s shareholders in connection with the Transaction Proposal will be contained in the Proxy Statement when such document becomes available. This document may be obtained free of charge from the sources indicated above.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 10.1 | ||||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Nuveen Churchill Private Capital Income Fund | |||||||||||
| Date: October 29, 2024 | By: | /s/ Kenneth J. Kencel | |||||||||
Kenneth J. Kencel Chief Executive Officer and President | |||||||||||