March 18, 2022
VIA E-mail
Steven B. Boehm
Eversheds Sutherland (US) LLP
700 6th Street, N.W.
Washington, D.C. 20001
stevenboehm@eversheds-sutherland.com
Re: Nuveen Churchill Private Capital Fund
Registration Statement on Form N-2
File No. 333-262771
Dear Mr. Boehm:
On February 14, 2022, you filed a registration statement on Form N-2 on
behalf of
Nuveen Churchill Private Capital Fund. We have reviewed the registration
statement and have
provided our comments below. Where a comment is made with regard to disclosure
in one
location, it is applicable to all similar disclosure appearing elsewhere in the
registration
statement. All capitalized terms not otherwise defined herein have the meaning
given to them in
the registration statement.
GENERAL
1. We note that material portions of the filing are incomplete at this
time (e.g., fees and
expenses, financial and management information, graphics, exhibits,
etc.). Please
complete and update all information that is currently in brackets or
missing in the
registration statement, including exhibits, in a pre-effective
amendment to the
Registration Statement. We may have additional comments on such
portions when you
complete them in pre-effective amendments, on disclosures made in
response to this
letter, on information supplied supplementally, or on exhibits added
in any pre-effective
amendment.
LEGAL COMMENTS
2. Please tell us if you have presented any test-the-waters materials to
potential investors in
connection with this offering. If so, please provide us with copies of
such materials for
our review.
Steven B. Boehm
Nuveen Churchill Private Capital Fund
Page 2
3. Please confirm to us that the Fund will seek FINRA s review of the
underwriting terms
and arrangements of the offering, and obtain a no objections
letter prior to requesting
acceleration of the registration statement.
4. If you intend to omit certain information from the form of prospectus
included with the
registration statement that is declared effective, in reliance on Rule
430A under the
Securities Act, please identify the omitted information to us,
preferably before filing the
final pre-effective amendment.
Prospectus
Pages i-ii
5. Please revise, where applicable, to clarify what metric or metrics the
Fund uses to
determine that a private equity firm is a leading or top-tier
firm.
6. We note that TIAA will contribute certain portfolio investments to the
Fund (or a wholly
owned subsidiary of the Fund) prior to the Fund s election to be
regulated as a BDC
under the 1940 Act. Please provide disclosure about these portfolio
investments, as
applicable, in accordance with Item 8.6.a. ( Portfolio Companies )
of Form N-2 or tell
us why such disclosure is not required.
7. Please state here and elsewhere where you discuss the Fund s exemptive
application that
there is no assurance that this exemptive order will be granted. If you
have submitted or
expect to submit any other exemptive applications or no-action requests
in connection
with the registration statement, please advise us of this.
8. In the third bolded item on page ii regarding the Fund s repurchase
program, please
include a cross-reference to those sections of the prospectus that
discuss the Fund s
repurchase policies and the attendant risks.
9. In the last bolded item on page ii regarding leverage, please include a
cross reference to
the prospectus discussion regarding the risks associated with a
leveraged capital
structure. See Item 1.1.j of Form N-2.
10. Please include a bolded bullet point item with the following
information: An investor
will pay a sales load of up to [_]% and offering expenses of up to [_]%
on the amounts it
invests. If you pay the maximum aggregate [_]% for sales load and
offering expenses,
you must experience a total return on your net investment of [_]% in
order to recover
these expenses.
Cautionary Note Regarding Forward-Looking Statements, page viii
11. At the end of this section, please disclose that the safe harbors for
forward-looking
statements under Section 27A of the Securities Act and Section 21E of
the Exchange
Act do not apply to forward-looking statements made in connection with
this offering.
Steven B. Boehm
Nuveen Churchill Private Capital Fund
Page 3
Prospectus Summary
Q. What is your investment strategy? page 1
12. It is our understanding that unitranche loans consist only of
first-out and last-out
positions. Therefore, if the Fund is investing in other than
last-out positions in
unitranche loans, it follows that its unitranche investments will
only be first-out
positions. If this is correct, please revise to affirmatively state
that the Fund will only
invest in first-out positions in unitranche loans.
13. Please revise the second bullet item at the top of page 2 to specify
what significant
cash equity capitalizations are.
14. In the last bullet item at the bottom of page 2, defensible niche
strategy or other barriers
to entry, please clarify the metric or standard that the Fund uses
to determine that an
investment is liquid, as some loans can take several weeks to
settle.
Q. Will you use leverage? page 3
15. Please confirm to us that the Fund does not intend to issue preferred
shares within one
year of the effective date of the registration statement. Otherwise,
please revise the
prospectus, including the fee table, to reflect the issuance of any
such preferred stock
and include disclosure in the prospectus about the consequences to
common
shareholders of the issuance of preferred shares, e.g., subordination,
diminished voting
power, increased expense ratio, etc.
Q. What class shares are you offering? page 6
16. Please revise the disclosure at the top of page 7 to state that
Shareholders holding Class
S and Class D shares also will be subject to annual ongoing servicing
and/or distribution
fees of 0.85% and 0.25%, respectively.
Q. What fees do you pay to the Adviser? page 12
17. If the Adviser has the right to reimbursement for any management or
incentive fees
waived as described, please revise to make this clear.
Q. What are your policies related to any conflicts of interest? page 14
18. The disclosure at the top of page 15 provides that [s]ubject to the
limitations of the
1940 Act, the Fund may invest in loans or other securities, the
proceeds of which may
refinance or otherwise repay debt or securities of companies whose debt
is owned by
other Firm funds. Please explain to us what sorts of investments are
contemplated by
this statement and how they can be made consistent with the limitations
contained in the
1940 Act.
Steven B. Boehm
Nuveen Churchill Private Capital Fund
Page 4
Risk Factors, page 21
19. Please consider whether your risk factors concerning general global and
European
economic conditions should be revised to specifically address ongoing
developments
with respect to the conflict in Ukraine and related sanctions imposed
on Russia, e.g., the
impact on the European banking sector or wider impacts on global
finance.
Risks Related to Churchill and its Affiliates; Conflicts of Interests, page 45
There may be conflicts related to . . . the Fund s relationship with
Churchill, Nuveen and TIAA,
page 45
20. Please revise to explain the meaning of Churchill and Nuveen Asset
Management
simultaneously managing certain securities for the Fund and the same
investments on a
whole-loan, whole-security basis for TIAA pursuant to separate
engagements.
Supplementally, please tell us how administrative agent fees are
covered by the order
allowing co-investment.
Investment Objective and Strategies, page 70
21. With respect to the second bulleted item at the top of page 71
referring to a North
American base of operations, please reconcile this statement with
the Fund s strategy to
invest specifically in U.S. middle-market companies. In other words,
please clarify how
the Fund defines the term U.S. to ensure that its investments are
consistent with its
U.S. focus.
Overview of Market Opportunity, page 73
22. To the extent that the Fund is aware of available data that indicates
the magnitude of the
private equity capital specifically invested in U.S. middle-market
companies, please
consider adding this information to your discussion of market
opportunity.
Competitive Advantage, page 76
Cycle tested track record, page 78
Junior Capital Investments and Equity Co-Investments, page 79
23. In addition to the loss rate and portfolio yield given for the Senior
Loan Investment
Team, please consider similarly providing the PEJC Investment Team s
cumulative loss
rate for the junior loan strategy, and weighted average asset-level
portfolio yield, net of
losses, since inception.
Steven B. Boehm
Nuveen Churchill Private Capital Fund
Page 5
24. To the extent practicable, please discuss performance for the PEJC
Investment Team
that encompasses the same period (2006 2021) as the Senior Loan
Investment Team,
or tell us why you are unable to do so.
Environmental, Social and Governance Polices, page 82
25. Please briefly describe the ESG policy that Churchill will utilize in
managing the Fund s
portfolio.
Senior Loan Origination and Underwriting Platform, page 89
26. In the second complete sentence at the top of page 90, where you
discuss the Senior
Loan Investment Committee s success rate in closing investments and
the average
investment size of 0.5%, please clarify what 0.5% is in reference to
(i.e., 0.5% of
what?).
Junior Capital Investments Origination and Underwriting Platform, page 91
27. Please confirm whether the dollar amounts shown in the bar chart on
page 91 are
inclusive of equity and, if so, disclose the relative breakdown between
debt and equity
for each of the years provided.
Portfolio Management, page 93
Investment Committee, page 94
28. We note that there are references throughout the filing variously to
the Investment
Committee and the Joint Investment Committee, which appear to be the
same entity. If
so, to minimize any confusion, please revise as necessary to be
consistent throughout.
Advisory Agreement and Other Agreements, page 98
Incentive Fee, page 98
29. Please tell us whether derivatives are included in the calculation of
pre-incentive fee net
investment income. If yes, please explain to us whether the Fund will
consider its
derivatives to be securities of eligible portfolio companies under
section 55 of the 1940
Act. Also, please disclose in this section how derivatives are valued
for purposes of
calculating the incentive fee.
Potential Conflicts of Interest, page 107
Allocation of Investment Opportunities, page 107
30. Please file the Adviser s investment allocation policy as an exhibit
to the registration
statement.
Steven B. Boehm
Nuveen Churchill Private Capital Fund
Page 6
Description of Our Common Shares, page 111
31. If there are any substantive differences in the respective rights of
holders of Class S,
Class D and Class I shares not otherwise disclosed, please describe
these.
Delaware Law and Certain Declaration of Trust Provisions, page 115
Derivative Actions, page 118
32. Please disclose that the derivative action provisions do not apply to
claims arising under
the federal securities laws and revise these provisions as necessary in
the Fund s
organizational documents to state that the provisions do not apply to
claims arising
under the federal securities laws.
Exclusive Delaware Jurisdiction, page 118
33. Please revise this provision in the Fund s organizational documents
to state that the
provision does not apply to claims arising under the federal securities
laws. Please also
disclose the corresponding risks of such a provision even as to
non-federal securities law
claims (e.g., that shareholders may have to bring suit in an
inconvenient and less
favorable forum) and that the provision does not apply to claims
arising under the
federal securities laws.
ACCOUNTING COMMENTS
34. Please be advised that our review of the required financial statements
and related
information cannot be completed until you have included such
information in the
registration statement by pre-effective amendment. We may have
accounting and
related comments on such disclosure once it has been provided.
Closing
Please respond to this letter in writing via EDGAR correspondence
submitted with a pre-
effective amendment filed pursuant to Rule 472 under the Securities Act. In an
accompanying
supplemental response letter, address each comment noted above and, where
appropriate,
specifically identify the location of new or revised disclosure in the amended
filing. If the pre-
effective amendment reflects no change in response to a comment, indicate this
in your response
letter and briefly provide the basis for your position. The staff may have
further comments based
on your answers and any new, revised, or missing pre-effective amendment
disclosures or
exhibits.
You should review and comply with all applicable requirements of the
federal securities
laws in connection with the preparation and distribution of a preliminary
prospectus. We remind
you that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action, or absence of action
by the staff.
Steven B. Boehm
Nuveen Churchill Private Capital Fund
Page 7
Should you have any questions regarding this letter, please contact me
at (202) 551-3623.
Sincerely,
/s/ Daniel S. Greenspan
Daniel S. Greenspan
Staff Attorney
cc: John Lee, Branch Chief
Christian Sandoe, Assistant Director