Nuveen Churchill Private Credit Fund
11/13/2024 | Press release | Distributed by Public on 11/13/2024 08:16
Material Agreement Form 8 K
Item 1.01 Entry into a Material Definitive Agreement
On November 8, 2024, Nuveen Churchill Private Credit Fund, a Delaware statutory trust (the "Company"), and Churchill Asset Management LLC, its investment adviser (the "Adviser"), entered into an amendment (the "Amendment") to the management and incentive fee waiver agreement, previously entered into by and between the Company and the Adviser on August 19, 2024 (the "Fee Waiver Agreement"). Pursuant to the Fee Waiver Agreement, notwithstanding the fees payable to the Adviser by the Company under the Investment Advisory Agreement dated July 23, 2024 (the "Investment Advisory Agreement"), the Adviser agreed to (a) waive 100% of the management fee payable to the Adviser and (b) waive 100% of the incentive fee based on income payable to the Adviser for the period beginning June 29, 2024 through October 31, 2024. Pursuant to the Amendment, the period for which the waiver of fees payable under the Investment Advisory Agreement shall apply has been extended from October 31, 2024 to the later of December 31, 2024 or the closing of the Company's proposed transaction with Nuveen Churchill Private Capital Income Fund, a Delaware statutory trust ("PCAP"), pursuant to which the Company will sell to PCAP substantially all of its assets, and PCAP will assume the Company's liabilities, for total consideration equal to the Company's net asset value as of the determination date agreed to by the parties.
For the avoidance of doubt, neither the Fee Waiver Agreement nor the Amendment amended the calculation of the management fee or the incentive fee based on income as set forth in the Investment Advisory Agreement. Other than the waiver contemplated by the Fee Waiver Agreement and the Amendment, the terms of the Investment Advisory Agreement will remain in full force and effect.
The foregoing description is only a summary of the material provisions of the Fee Waiver Agreement and the Amendment, and is qualified in its entirety by reference to a copy of the Fee Waiver Agreement, which was filed as Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended July 31, 2024 and is incorporated by reference herein, and to a copy of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.