v3.26.3
Organization
9 Months Ended
Sep. 30, 2026
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization

Note 1. Organization

The name of the issuer is Fidelity Private Credit Company LLC (f/k/a Fidelity Private Credit Company II LLC) (the “Fund”). The Fund is a non-diversified, closed-end management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). On July 31, 2026, Fidelity Private Credit Company LLC (prior to the Merger (as defined below), the “Acquired Fund”) merged with and into the Fund, with the Fund continuing as the surviving company, and the Fund changed its name from Fidelity Private Credit Company II LLC to Fidelity Private Credit Company LLC. At the effective time of the merger, each outstanding unit of beneficial interest of the Acquired Fund was converted into the right to receive a number of newly issued units of the Fund equal to an exchange ratio as set forth in the underlying merger agreement (the “Merger” or the “Reorganization”). As a BDC, the Fund intends to elect to be treated for U.S. federal income tax purposes and intends to qualify annually, as a regulated investment company (“RIC”) as defined under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). In connection with the Reorganization, the Acquired Fund was determined to be the accounting survivor and the Fund as legal survivor. Accordingly, the financial statements reflect the financial position, results of operations, and cash flows, along with the accompanying notes to financial statements of the Acquired Fund through July 31, 2026. Net asset value (“NAV”) per Unit and Class I Common Units (referred to herein as “Common Units” or “Units”) presented in the Consolidated Statements of Assets and Liabilities, and distribution per Unit disclosed in the notes to these consolidated financial statements for the current fiscal period prior to the Reorganization, has been retrospectively adjusted to reflect the Fund's capital structure resulting from the Reorganization.

As a result of the Reorganization, the legal counterparty to certain of the Acquired Fund’s existing agreements has changed to the Fund (other than the Acquired Fund’s investment advisory agreement and administration agreement, each dated May 10, 2023, which terminated automatically at the effective time of the Merger pursuant to the Merger Agreement). The Reorganization did not result in any substantive changes to the terms, economics, or obligations of such agreements, unless otherwise noted. All rights and responsibilities under the agreements remain in effect as originally executed. Accordingly, references in these financial statements to counterparties under existing agreements should be read as referring to the Fund following the Merger, unless otherwise noted. For further information regarding aforementioned agreements and the Reorganization, refer to “Note 4. Expenses and Transactions with Affiliates.” and “Note 10. Reorganization.”

The Fund has entered into an Investment Advisory Agreement with Fidelity Diversifying Solutions LLC (“FDS” or the “Adviser”), a Delaware limited liability company. FDS is registered as an investment adviser with the U.S. Securities and Exchange Commission (the “SEC”) and is an affiliate of FMR LLC (“FMR”) and its subsidiaries.

Prior to the Reorganization, the Acquired Fund was a non-diversified, closed-end management investment company. The Acquired Fund was formed on September 16, 2021, as a Delaware limited partnership named Fidelity Direct Lending Fund, LP, and elected, on January 31, 2023, to amend its legal structure to a Delaware limited liability company, adopt a fiscal year end of December 31 and was renamed Fidelity Private Credit Central Fund LLC. On March 11, 2024, the Acquired Fund was renamed Fidelity Private Credit Company LLC. The Acquired Fund entered into an Investment Advisory Agreement with FDS, a Delaware limited liability company. Prior to May 10, 2023, FIAM LLC was the adviser. Prior to January 31, 2023, FIAM Institutional Funds Manager, LLC (“FIAMIFM”), a Delaware limited liability company and a wholly owned subsidiary of FIAM Holdings Corp., was the general partner of the Acquired Fund (“General Partner”).

Effective January 31, 2023, the General Partner and the Limited Partners became unit holders of the Acquired Fund (“Unit Holders”) and the interests in the Limited Partnership were converted into Units of the Acquired Fund. Within these consolidated financial statements and notes to consolidated financial statements, all references to Unit Holder and net assets prior to January 31, 2023 are referring to Partners and Partners’ Capital, respectively. On June 1, 2023, the Acquired Fund elected to be regulated as a BDC, and elected to be treated for U.S. federal income tax purposes, with intent to qualify annually, as a RIC on June 6, 2023.

The Fund’s investment objective is to generate current income and, to a lesser extent, long-term capital appreciation. The Fund seeks to achieve its investment objective by investing primarily through directly originated loans to privately owned companies but also with liquid credit investments, like broadly syndicated loans, and other select private credit investments. The Fund generally seeks to invest in loans that carry variable (i.e., “floating”) interest rates. Under normal circumstances, the Fund will invest at least 80% of its total assets in private credit investments. Specific investments may include: (a) directly originated first lien loans, senior secured revolving lines of credit, term loans and delayed draw term loans, (b) directly originated second lien, last out senior, secured or unsecured mezzanine term loans and delayed draw term loans, (c) club deals (investments generally comprised of a small group of lenders), and broadly syndicated leveraged loans (investments generally arranged or underwritten by investment banks or other intermediaries), and (d) other debt (collectively referred to as “Private Credit”). The Adviser may also invest to a lesser degree in equity linked instruments (may include debt with warrants, preferred equity investments, or equity co-investments). The Adviser and/or its affiliates may lead and structure the transaction as sole-lender, as the agent of a club credit facility (a group of similar direct lenders that invest in the same tranches), or may participate as a non-agent investor in a large club or syndicated transactions. In order to provide liquidity for unit repurchases, the Fund intends to maintain an allocation to syndicated loans and other liquid investments.

The Fund will invest at least 70% of its total assets in investments that meet regulatory requirements of the BDC structure, which will generally include investments in companies that are private and may be backed by a sponsor but may also include investments in small capitalization public companies or companies that are non-sponsors. The Fund invests in loans targeted at private U.S. operating companies whose securities are not listed on a national securities exchange or registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and public U.S. operating companies having a market capitalization of less than $250 million. The Fund may also invest to a lesser degree in non-U.S. companies.