Fidelity Private Credit Company to Merge Into Affiliated BDC

Fidelity Private Credit Company LLC, a non-traded business development company managed by Fidelity Investments entities, has entered into a definitive merger agreement to be absorbed by Fidelity Private Credit Company II LLC in a consolidation of two affiliated private credit funds.

The transaction, which has received unanimous approval from the fund’s board of directors and its independent directors, will see the two entities consolidate into a single surviving company operating under the fund II name.

Under the terms of the agreement, outstanding units of the fund will be converted into newly issued units of fund II at an exchange ratio determined by each entity’s relative net asset values at closing — calculated by dividing the fund’s closing NAV per unit by fund II’s closing NAV per unit.

Notably, the merger does not require the approval of the fund’s members to proceed.

The path to completion is subject to several standard and specific closing conditions, including regulatory clearance – the absence of legal impediments or pending litigation from governmental entities seeking to enjoin the merger – and the effectiveness of a Form 10 registration statement for fund II.

In connection with the merger, the fund negotiated a limited consent and first amendment to its senior secured revolving credit agreement with Truist Bank as administrative agent, with lenders including ING Capital LLC and Sumitomo Mitsui Banking Corporation. The fund also amended a separate loan and security agreement with JPMorgan Chase Bank.

The merger agreement includes customary representations and warranties, as well as covenants governing the Fund’s business operations until the deal is finalized. Both parties retain the right to terminate the agreement if the merger is not complete by Sept. 4, 2026.

This consolidation marks a strategic effort by Fidelity to scale its private credit platform, providing a more unified structure for investors as the firm continues to expand its footprint in the diversifying solutions space.

Privately held for over 75 years, Fidelity Investments has assets under administration of $18 trillion as of Dec. 31, 2025, up 19% since 2024.

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