M&A: Nuveen Churchill Private Credit Fund

Form Type: CORRESP

Filing Date: 2024-11-25

Corporate Action: Acquisition

Type: Update

Accession Number: 000162828024049174

Comments: Nuveen Churchill Private Credit Fund has filed an updated definitive proxy statement regarding an asset purchase transaction. The SEC raised multiple comments related to the fund's preliminary proxy statement filed on November 8, 2024. Key points include the fund's ineligibility to use Form N-14, revisions to the ‘Comparative Fees and Expenses’ section, and confirmation that no shares will be issued in the transaction, preventing shareholder dilution. The fund has included a proposal to end its status as a Business Development Company (BDC) and is seeking shareholder approval for this acquisition policy. Additionally, the funding structure involves $15 million in cash and $195 million from borrowings. The document also addresses corrections requested by the SEC, ensuring all references in the agreement are accurate, and emphasizes compliance with the Investment Company Act of 1940 and SEC regulations. The fund's board determined that the transaction serves both funds' interests effectively and offers a strategic exit opportunity.

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