UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~April~~June 116, 2025

Fidelity Private Credit Company LLC

(Exact name of Registrant as Specified in Its Charter)


Delaware	814-01645	87-2722334
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

245 Summer Street Boston, Massachusetts		02210
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (617) 563-7000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

     Title of each class

     Trading
Symbol(s)

     Name of each exchange on which registered

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 31.0201 ~~Unregistered~~Entry ~~Sales~~into ofa ~~Equity~~Material ~~Securities.~~Definitive Agreement

On ~~March~~June 2816, 2025, Fidelity Private Credit Company LLC (the “Fund”), ~~delivered~~as Borrower, entered into a ~~capital~~senior ~~drawdown~~secured ~~notice~~revolving tocredit ~~unit~~facility ~~holders~~(the ~~relating~~“Facility”) pursuant to a Senior Secured Revolving Credit Agreement (the ~~sale~~“Agreement”), ofwith ~~approximately~~Truist ~~2.6~~Bank, ~~million~~as ~~Common~~administrative ~~Units~~agent, ofING Capital LLC, as valuation agent, the ~~Fund’s~~lenders ~~limited~~and ~~liability~~issuing ~~company~~banks ~~interests~~party ~~(the~~thereto, ~~“Common~~and ~~Units”)~~Truist ~~for~~Securities, anInc., ~~aggregate~~ING ~~offering~~Capital ~~price~~LLC, ofand ~~$25~~Sumitomo ~~million~~Mitsui Banking Corporation, as joint book runners and joint lead arrangers. The ~~sale~~Agreement ~~closed~~is oneffective ~~March~~as 31of June 16, 2025. Capitalized terms used but not defined herein shall have the meanings specified in the Agreement.

The ~~sale~~Fund ofmay ~~Common~~borrow ~~Units~~amounts isin ~~being~~U.S. dollars or certain agreed foreign currencies under the Facility. Borrowings made ~~pursuant~~under tothe ~~subscription~~Facility ~~agreements~~will ~~entered~~have ~~into~~an byinterest rate, (a) if the ~~Fund~~Gross ~~and~~Borrowing ~~its~~Base ~~unit~~is ~~holders~~less than 1.60 ~~Under~~times the ~~terms~~Combined ofDebt ~~the~~Amount, ~~subscription~~(i) ~~agreements~~with respect to any ABR Loan, ~~unit~~0.875% ~~holders~~per ~~are~~annum, ~~required~~and to(ii) ~~fund~~with ~~drawdowns~~respect to ~~purchase~~any ~~Common~~Index ~~Units~~Rate upLoan, Term Benchmark Loan or RFR Loan, 1.875% per annum; or (b) if the Gross Borrowing Base is equal to or greater than 1.60 times the ~~amount~~Combined ofDebt ~~their~~Amount, ~~respective~~(i) ~~capital~~with ~~commitments~~respect to any ABR Loan, 0.750% per annum, and (ii) with respect to any Index Rate Loan, Term Benchmark Loan or RFR loan, 1.750% per annum. The Fund will also pay a fee of 0.375% on anaverage ~~as-needed~~daily ~~basis~~undrawn amounts under the Facility.

The ~~issuance~~initial principal amount of the ~~Common~~Facility ~~Units~~ is ~~exempt~~$300,000,000, ~~from~~subject ~~the~~to ~~registration~~availability ~~requirements~~under of the ~~Securities~~borrowing ~~Act~~base, ofwhich ~~1933,~~is asbased ~~amended~~on (the ~~“Securities~~Fund’s ~~Act”),~~portfolio ~~pursuant~~investments ~~to Section 4(a)(2) thereof~~ and ~~Regulation~~other D.outstanding ~~Each~~indebtedness, ~~purchaser~~with ofan ~~Common~~accordion ~~Units~~provision ~~was required~~ to ~~represent~~permit ~~that~~increases itto isthe ~~(i)~~total anfacility ~~“accredited~~amount ~~investor”~~up asto ~~defined~~$750,000,000, insubject ~~Rule~~to ~~501 of Regulation D under~~ the ~~Securities~~satisfaction ~~Act~~of ~~and~~certain ~~(ii)~~conditions. ~~was~~In ~~acquiring~~addition, the ~~Common~~Facility ~~Units~~includes ~~for investment and not with~~ a ~~view~~$60,000,000 tolimit ~~resell~~for orswingline ~~distribute~~loans. ~~The Fund did not engage in general solicitation or advertising and did not offer securities to the public in connection with such issuances.~~

The Facility is guaranteed by certain subsidiaries of the Fund and will be guaranteed by certain domestic subsidiaries of the Fund that are formed or acquired by the Fund in the future (collectively, the “Guarantors”). Proceeds of the Facility may be used for general corporate purposes, including, without limitation, repaying outstanding indebtedness, making distributions, contributions and investments, and acquisition and funding of portfolio investments, and such other uses as permitted under the Agreement.

The Facility is secured by a perfected first-priority interest in substantially all of the portfolio investments held by the Fund and each Guarantor, subject to certain exceptions.

The availability period under the Facility will terminate on June 15, 2029 (the “Commitment Termination Date”) and the Facility will mature on June 14, 2030 (the “Maturity Date”). During the period from the Commitment Termination Date to the Maturity Date, the Fund will be obligated to make mandatory prepayments under the Facility out of the proceeds of certain asset sales, other recovery events and equity and debt issuances.

The Agreement includes customary affirmative and negative covenants, including financial covenants requiring the Fund to maintain a minimum shareholders’ equity and asset coverage ratio, and certain limitations on the incurrence of additional indebtedness and liens, as well as usual and customary events of default for revolving credit facilities of this nature.

The description above is only a summary of the material provisions of the Agreement and is qualified in its entirety by reference to a copy of the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation

The information included under Item 1.01 above regarding the Facility and the Agreement is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits


Exhibit Number		Description
10.1		Senior Secured Revolving Credit Agreement, dated as of June 16, 2025, by and among Fidelity Private Credit Company LLC, as borrower, Truist Bank, as administrative agent, ING Capital LLC, as valuation agent, the lenders and issuing banks party thereto, and Truist Securities, Inc., ING Capital LLC, and Sumitomo Mitsui Banking Corporation, as joint book runners and joint lead arrangers.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Fidelity Private Credit Company LLC
Date: April 1, 2025	By:	/s/ Heather Bonner
Date: June 18, 2025	By:	/s/ Heather Bonner
		Name: Heather Bonner
		Title: President and Treasurer

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