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): September 30, 2024
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.) |
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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 |
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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. ☐
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Item 7.01 Regulation FD Disclosure
September 2024 Distributions
On September 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:
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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 |
| $ | 0.1750 |
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| $ | — |
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| $ | 0.1750 |
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Class S Common Shares |
| $ | 0.1750 |
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| $ | 0.0179 |
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| $ | 0.1571 |
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Class D Common Shares |
| $ | 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 September 30, 2024, and will be paid on or about October 31, 2024.
Additionally, on September 30, 2024, 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 September 30, 2024, and will be paid on or about October 31, 2024.
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 August 31, 2024, as determined in accordance with the Fund’s valuation policy, is set forth below.
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| NAV as of August 31, 2024 |
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Class I Common Shares |
| $ | 25.72 |
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Class S Common Shares |
| $ | 25.72 |
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Class D Common Shares |
| $ | 25.72 |
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As of August 31, 2024, the Fund’s aggregate NAV was $640.2 million, the fair value of its investment portfolio was $1.1 billion and it had principal debt outstanding of $445.0 million, resulting in a debt-to-equity ratio of approximately 0.70 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 September 1, 2024 subscription date). The Fund intends to continue selling Shares in the Offering on a monthly basis.
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| Common Shares Issued |
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| Total Consideration (1) | |
Class I Common Shares |
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| 26,130,502 |
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| $ | 666.4 million |
Class S Common Shares |
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| 9,879 |
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| $ | 0.3 million |
Class D Common Shares |
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| 425 |
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| $ | — million |
Total Offering* |
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| 26,140,806 |
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| $ | 666.7 million |
* Amounts may not sum due to rounding.
(1) Total consideration for Class D Common Shares as of September 1, 2024 was approximately $10.9 thousand.
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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.
| Fidelity Private Credit Fund | ||
Date: September 30, 2024 | By: | /s/ Heather Bonner | |
Name: Heather Bonner | |||
Title: President and Treasurer | |||
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