Fidelity Private Credit Co LLC 8-K

What Happened

• Fidelity Private Credit Company LLC (the "Fund") filed an 8-K reporting that on March 25, 2026 it entered into an Agreement and Plan of Merger to merge the Fund into Fidelity Private Credit Company II LLC ("Fund II"), with Fund II to survive. The Fund’s board, including all independent directors, unanimously approved the Merger.
• Under the Merger Agreement, each outstanding unit of the Fund (other than units owned by the Fund or its subsidiaries) will convert into newly issued units of Fund II based on an exchange ratio equal to (closing Fund NAV per unit) ÷ (closing Fund II NAV per unit).
• The lenders under the Fund’s senior secured revolving credit facility provided a Limited Consent and First Amendment on March 24, 2026 to permit the Merger and to amend the Credit Agreement so Fund II will assume the borrower’s obligations upon closing.
• The Merger is subject to customary closing conditions, including effectiveness of a registration statement for Fund II on Form 10, certain amendments (including a Fifth Amendment to a Loan and Security Agreement) being effective, accuracy of representations, absence of legal impediments, and may be terminated if not completed by September 4, 2026.

Key Details

• Merger Agreement date: March 25, 2026; Limited Consent and First Amendment date: March 24, 2026.
• Exchange ratio formula: closing Fund NAV per unit ÷ closing Fund II NAV per unit.
• Board approval: unanimous, including all independent directors; member approval by Fund not required.
• Closing conditions include Form 10 effectiveness, lender consent/credit agreement amendments, and execution/effectiveness of a related Fifth Amendment to a Loan and Security Agreement.

Why It Matters

• The transaction consolidates the two private credit funds into Fund II and will convert existing Fund units into Fund II units at a NAV‑based exchange ratio, directly affecting holders’ ownership and the number of units they receive.
• Fund II will assume the Fund’s credit facility obligations after lender consent and contract amendments, which could affect the combined fund’s debt profile and operations.
• Completion depends on several conditions (regulatory filings, lender and contract amendments, and absence of legal challenges) and may be delayed or terminated — risks highlighted in the filing’s forward‑looking statements. Investors should watch for subsequent SEC filings (Form 10 effectiveness and closing notices) for final terms and timing.