8-K - Fidelity Private Credit Co LLC | StockGist

AI Analysis

AI-generated analysis. Always verify with the original filing.

On March 25, 2026, Fidelity Private Credit Company LLC entered into an Agreement and Plan of Merger to merge with and into Fidelity Private Credit Company II LLC, with Fund II as the surviving entity. The transaction, structured as a stock-for-stock exchange based on net asset value, is subject to customary closing conditions including the effectiveness of a credit agreement amendment.

Key Takeaways

1Fidelity Private Credit Company LLC (the Fund) will merge into Fidelity Private Credit Company II LLC (Fund II), with Fund II surviving.

2The Merger Agreement was dated March 25, 2026, and unanimously approved by the Fund's board of directors.

3The exchange ratio is calculated as the quotient of the closing Fund net asset value per unit divided by the closing Fund II net asset value per unit.

4The Merger Agreement contains a termination right if the merger is not completed on or before September 4, 2026.

5The Fund entered into a Limited Consent and First Amendment to its Senior Secured Revolving Credit Agreement on March 24, 2026, to consent to the Merger.

6Consummation is subject to conditions including the effectiveness of a registration statement on Form 10 for Fund II.

Current Report Details

Event Type

Material Agreement

Exhibits Only

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

Entry into a Material Definitive Agreement Merger Agreement On March 25, 2026, Fidelity Private Credit Company LLC, a Delaware limited liability company (the “

Material Agreement

Source Document

9.01

Financial Statements and Exhibits (d) Exhibits Exhibit Number Description 2.1 Agreement and Plan of Merger, by and among Fidelity Private Credit Company LLC, Fi

Exhibits Only

Transaction Details

Acquisition / Disposition

Target: Fidelity Private Credit Company LLC (the Fund)
Consideration: Newly issued units of Fidelity Private Credit Company II LLC (Fund II) based on an exchange ratio of closing Fund NAV per unit divided by closing Fund II NAV per unit.
Structure: Merger of the Fund with and into Fund II, with Fund II as the surviving company.

•Termination right if merger not completed by September 4, 2026.
•Effectiveness of a registration statement for Fund II on Form 10.
•Limited Consent and Amendment to Senior Secured Revolving Credit Agreement being effective.
•Fifth Amendment to Loan and Security Agreement being effective.
•Absence of legal impediments or pending litigation challenging the Merger.

Material Agreement

Exhibits (3)

10.1

EX-10.1

2.1

EX-2.1

8-K