Fidelity Direct Lending Fund LP

10/31/2024 | Press release | Distributed by Public on 10/31/2024 11:08

Private Placement Form 8 K

Item 3.02 Unregistered Sales of Equity Securities.

On October 28, 2024, Fidelity Private Credit Company LLC (the "Fund") delivered a capital drawdown notice to unit holders relating to the sale of approximately 2.5 million Common Units of the Fund's limited liability company interests (the "Common Units") for an aggregate offering price of $25.0 million. The sale closed on October 29, 2024.

The sale of Common Units is being made pursuant to subscription agreements entered into by the Fund and its unit holders. Under the terms of the subscription agreements, unit holders are required to fund drawdowns to purchase Common Units up to the amount of their respective capital commitments on an as-needed basis.

The issuance of the Common Units is exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2) thereof and Regulation D. Each purchaser of Common Units was required to represent that it is (i) an "accredited investor" as defined in Rule 501 of Regulation D under the Securities Act and (ii) was acquiring the Common Units for investment and not with a view to resell or distribute. The Fund did not engage in general solicitation or advertising and did not offer securities to the public in connection with such issuances.