UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into Material Definitive Agreements
On March 11, 2024, the Board of Directors of Fidelity Private Credit Company LLC (formerly Fidelity Private Credit Central Fund LLC) (the “Fund”), approved certain operational changes and amendments to existing agreements in anticipation of accepting investments from third-party investors that are not Fidelity-advised funds or accounts. The Board approved a name change of the Fund to Fidelity Private Credit Company LLC and approved an amendment of the Fund’s Limited Liability Company Agreement (“First Amended and Restated Limited Liability Company Agreement”) to reflect the Fund’s new name and to make changes to, among other matters, drawdowns, transfers of units, and notice provisions in connection with accepting third-party investors. In addition, the Board of Directors approved the Fund entering into a Placement Agent Agreement (“Placement Agent Agreement”) with Fidelity Distributors Company LLC, with respect to the private placement of its Units.
The First Amended and Restated Limited Liability Company Agreement and Placement Agent Agreement became effective on March 11, 2024.
The foregoing description of the First Amended and Restated Limited Liability Company Agreement and the Placement Agent Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the First Amended and Restated Limited Liability Company Agreement and Placement Agent Agreement, which are attached hereto as Exhibit 3.1 and Exhibit 10.11, respectively, and is incorporated herein by reference.
Item 8.01 Other Events
On March 11, 2024, the Board of Directors of the Fund approved an amendment to the Transfer Agent Agreement (“Amended and Restated Transfer Agent Agreement”) with Fidelity Investments Institutional Operations Company LLC to introduce an asset-based fee of 10 basis points to the Fund. In addition, the Board of Directors approved an amendment to the Expense Support and Conditional Reimbursement Agreement (the “Amended and Restated Expense Support and Conditional Reimbursement Agreement”) to include the asset-based transfer agent fee into the definition of operating expenses which are subject to a 50 basis point expense cap, as well as to amend the recoupment methodology.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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3.1 |
First Amended and Restated Limited Liability Company Agreement of the Fund |
10.11 |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
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Fidelity Private Credit Company LLC |
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Date: March 15, 2024 |
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By: |
/s/ Heather Bonner |
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Name: Heather Bonner |
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Title: President and Treasurer |
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