Nuveen Churchill BDCs to Consolidate in All-Cash Deal

The boards of Nuveen Churchill Private Capital Income Fund, or PCAP, and Nuveen Churchill BDC V have approved a definitive agreement for PCAP to acquire BDC V in an all-cash transaction at fair value, expected to close in the second quarter of 2026.

Both PCAP and BDC V are regulated as business development companies and focus on U.S. core middle market companies with annual earnings before interest, taxes, depreciation, and amortization between $10 million and $100 million.

The transaction will consolidate two portfolios managed by the same investment team under the Nuveen and Churchill Asset Management umbrella. Ken Kencel, president and chief executive officer of both funds, said the transaction is designed to deliver “meaningful long-term value” to PCAP shareholders while facilitating an “efficient wind-down” for BDC V.

The integration is expected to improve PCAP’s portfolio balance and reduce concentration. Post-transaction, PCAP’s top 10 investments are projected to represent approximately 9% of the overall portfolio, down from 11% pre-transaction. The larger asset base is expected to create operational efficiencies by spreading fixed costs further and facilitating broader access to debt and equity capital on more favorable financing terms.

BDC V, which began operations in August 2025, holds a portfolio that aligns closely with PCAP’s core middle-market strategy. As of Dec. 31, 2025, approximately 55% of BDC V’s assets were already held within PCAP.

As of the end of 2025, BDC V reported no investments on non-accrual and maintained a weighted average internal risk rating of 4.0, the initial rating typically assigned at the time of investment origination.

Under the terms of the purchase and sale agreement, PCAP will pay cash consideration equal to BDC V’s net asset value, as of a date shortly before the transaction’s effective time. PCAP will also assume all of BDC V’s outstanding liabilities, including indebtedness under its credit facility.

PCAP previously completed the acquisition of substantially all of the assets of another BDC, Nuveen Churchill Private Credit Fund, or NCPCF, in December 2024.

The closing remains subject to customary conditions, including the requisite approval by BDC V’s shareholders.

Nuveen is the investment management division of TIAA and ranks among the largest asset managers globally.

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