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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): July 2, 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 1.01 Entry into a Material Definitive Agreement

 

On July 2, 2025, in connection with the Amended and Restated Senior Secured Revolving Credit Agreement, dated as of April 10, 2025 (as amended, supplemented and/or otherwise modified and in effect from time to time, the “JPM Revolving Credit Facility”) by and among Fidelity Private Credit Fund (the “Fund”), as borrower, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent and as collateral agent, the Fund exercised its right pursuant to the terms of the JPM Revolving Credit Facility to request a commitment increase and U.S. Bank, National Association agreed to participate in an increase of its Multicurrency Commitments from $90 million to $100 million. As a result, the total Commitments under the JPM Revolving Credit Facility increased from $1,130 million to $1,140 million. Pursuant to the accordion feature in the JPM Revolving Credit Facility, the aggregate amount of all Commitments thereunder may be further increased up to $1,695 million. Capitalized terms used but not defined herein have the meanings ascribed thereto in the JPM Revolving Credit Facility.

The foregoing description is only a summary of the material provisions of the commitment increase agreement (the “Commitment Increase Agreement”) and is qualified in its entirety by reference to a copy of the Commitment Increase 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 or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

 

Exhibit

Number

 

Description

10.1

 

Commitment Increase Agreement, dated as of July 2, 2025, by and among Fidelity Private Credit Fund, as borrower, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent and as collateral agent.

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 Fund

Date: July 7, 2025

By:

/s/ Heather Bonner

Name: Heather Bonner

Title: President and Treasurer