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 25, 2025
Fidelity Private Credit Fund
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
814-01571 |
88-6585799 |
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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245 Summer Street Boston, Massachusetts |
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02210 |
(Address of Principal Executive Offices) |
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(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:
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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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 3.02 Unregistered Sale of Equity Securities
As of April 1, 2025, Fidelity Private Credit Fund (the “Fund”) sold unregistered Class I common shares of beneficial interest (with the final number of shares being determined on April 25, 2025) to feeder vehicles primarily created to hold the Fund’s Class I shares. The offer and sale of these Class I shares was exempt from the registration provisions of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) and/or Regulation S thereunder (the “Private Offering”). The following table details the shares sold:
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Date of Unregistered Sale |
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Amount of Class I Common Shares |
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Consideration |
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As of April 1, 2025 (number of shares finalized on April 25, 2025) |
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77,209 |
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$ |
1,972,000 |
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Item 7.01 Regulation FD Disclosure
April 2025 Distributions
On April 28, the Fund declared distributions for each class of its common shares of beneficial interest (the “Shares”) in the amount per share set forth below:
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Gross Distribution |
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Stockholder Servicing Fee |
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Net Distributions |
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Class I Common Shares |
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$ |
0.1750 |
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$ |
— |
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$ |
0.1750 |
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Class S Common Shares |
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$ |
0.1750 |
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$ |
0.0181 |
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$ |
0.1569 |
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Class D Common Shares |
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$ |
0.1750 |
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$ |
0.0053 |
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$ |
0.1697 |
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The distributions for each class of Shares are payable to shareholders of record as of the open of business on April 30, 2025, and will be paid on or about May 30, 2025.
Additionally, on April 28, 2025, the Fund declared variable supplemental distributions for each class of its Shares in the amount of $0.0425 per share. The variable supplemental distributions are payable to shareholders of record as of the open of business on April 30, 2025, and will be paid on or about May 30, 2025.
These distributions will be paid in cash or reinvested in shares of the Fund for shareholders participating in the Fund’s distribution reinvestment plan.
Item 8.01 Other Events
Net Asset Value
The net asset value (“NAV”) per share of each class of the Fund as of March 31, 2025, as determined in accordance with the Fund’s valuation policy, is set forth below.
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NAV as of March 31, 2025 |
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Class I Common Shares |
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$ |
25.54 |
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Class S Common Shares |
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$ |
25.52 |
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Class D Common Shares |
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$ |
25.54 |
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As of March 31, 2025, the Fund’s aggregate NAV was $912.9 million, the fair value of its investment portfolio was $1.8 billion and it had principal debt outstanding of $838.1 million, resulting in a debt-to-equity ratio of approximately 0.92 times.
Status of Offering
The Fund is currently publicly offering on a continuous basis up to $4.0 billion in Shares (the “Offering”). The following table lists the Shares and total consideration for the Offering and the Private Offering as of the date of this filing (through the April 1, 2025 subscription date). The Fund intends to continue selling Shares in the Offering and the Private Offering on a monthly basis.
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Common Shares Issued |
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Total Consideration (1) |
Offering: |
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Class I Common Shares |
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37,941,777 |
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$ |
970.6 million |
Class S Common Shares |
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69,077 |
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$ |
1.8 million |
Class D Common Shares |
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453 |
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$ |
— million |
Private Offering: |
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Class I Common Shares |
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77,209 |
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$ |
2.0 million |
Class S Common Shares |
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— |
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$ |
— million |
Class D Common Shares |
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— |
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$ |
— million |
Total Offering and Private Offering* |
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38,088,516 |
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$ |
974.4 million |
* Amounts may not sum due to rounding.
(1) Total consideration for Class D Common Shares as of April 1, 2025 was approximately $11.6 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.
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Fidelity Private Credit Fund |
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Date: April 28, 2025 |
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By: |
/s/ Heather Bonner |
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Name: Heather Bonner |
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Title: President and Treasurer |