Nuveen Churchill Private Capital Income Fund (“PCAP”) and Nuveen Churchill Private Credit Fund (“NCPCF”) have 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.

Kenneth J. Kencel, Chief Executive Officer of PCAP and NCPCF, said, “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. 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.”

Key Transaction Considerations:

• Increased Scale and Diversification – The transaction is expected to lead to enhanced size, scale and portfolio diversification of PCAP through the integration of NCPCF’s portfolio. The larger scale of PCAP may improve its ability to make additional investments and gain indirect exposure to new asset classes, while also potentially creating synergies between existing and potential commercial finance investments, providing greater diversification of niche lending strategies.

• Improved Access to Debt and Equity Capital – The transaction provides PCAP with the ability to grow its portfolio with assets within its investment strategy, which may positively contribute to marketing efforts to raise additional capital. Additionally, the potential larger scale of PCAP following the transaction may improve its access to the credit markets.

• Organizational Efficiency – Combining PCAP and NCPCF’s investment strategies into PCAP may provide a more cohesive organizational structure and increased collaboration that may make it easier for PCAP and its portfolio companies to acquire loan portfolios during times of market dislocation. Additionally, the integration of NCPCF’s portfolio is expected to be an efficient process, as approximately 60% of NCPCF’s portfolio assets are investments in issuers in which PCAP also holds portfolio assets.

• Provides an Efficient Exit Strategy – The transaction provides an efficient exit strategy for NCPCF by allowing NCPCF shareholders to receive cash for their investment in one lump sum (as opposed to over time).

Transaction Details

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.

Closing of the transaction is currently anticipated to occur during the fourth quarter of 2024, 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.