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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): January 30, 2025

Fidelity Private Credit Fund

(Exact name of Registrant as Specified in Its Charter)

Delaware

814-01571

88-6585799

(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 7.01 Regulation FD Disclosure

January 2025 Distributions

On January 30, Fidelity Private Credit Fund (the “Fund”) declared distributions for each class of its common shares of beneficial interest (the “Shares”) in the amount per share set forth below:

 

 

Gross Distribution

 

 

Stockholder Servicing Fee

 

 

Net Distributions

 

Class I Common Shares

 

$

0.1750

 

 

$

 

 

$

0.1750

 

Class S Common Shares

 

$

0.1750

 

 

$

0.0182

 

 

$

0.1568

 

Class D Common Shares

 

$

0.1750

 

 

$

0.0054

 

 

$

0.1696

 

The distributions for each class of Shares are payable to shareholders of record as of the open of business on January 31, 2025, and will be paid on or about February 28, 2025.

Additionally, on January 30, 2025, the Fund declared variable supplemental distributions for each class of its Shares in the amount of $0.0425 per share. The variable supplemental distributions are payable to shareholders of record as of the open of business on January 31, 2025, and will be paid on or about February 28, 2025.

These distributions will be paid in cash or reinvested in shares of the Fund for shareholders participating in the Fund’s distribution reinvestment plan.

Item 8.01 Other Events

Net Asset Value

The net asset value (“NAV”) per share of each class of the Fund as of December 31, 2024, as determined in accordance with the Fund’s valuation policy, is set forth below.

 

 

NAV as of December 31, 2024

 

Class I Common Shares

 

$

25.75

 

Class S Common Shares

 

$

25.75

 

Class D Common Shares

 

$

25.75

 

As of December 31, 2024, the Fund’s aggregate NAV was $775.1 million, the fair value of its investment portfolio was $1.4 billion and it had principal debt outstanding of $611.1 million, resulting in a debt-to-equity ratio of approximately 0.79 times.

Status of Offering

The Fund is currently publicly offering on a continuous basis up to $1.0 billion in Shares (the “Offering”). The following table lists the Shares and total consideration for the Offering as of the date of this filing (through the January 1, 2025 subscription date). The Fund intends to continue selling Shares in the Offering on a monthly basis.

 

 

Common Shares Issued

 

 

 

Total Consideration (1)

Class I Common Shares

 

 

32,359,161

 

 

$

827.2 million

Class S Common Shares

 

 

55,505

 

 

$

1.4 million

Class D Common Shares

 

 

442

 

 

$

— million

Total Offering*

 

 

32,415,108

 

 

$

828.6 million

* Amounts may not sum due to rounding.

(1) Total consideration for Class D Common Shares as of January 1, 2025 was approximately $11.3 thousand.

 

 

 

 


 

 

 

 

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 Fund

Date: January 30, 2025

By:

/s/ Heather Bonner

Name: Heather Bonner

Title: President and Treasurer