Fidelity Private Credit Trust
11/12/2025 | Press release | Distributed by Public on 11/12/2025 13:37
Quarterly Report for Quarter Ending September 30, 2025 (Form 10-Q)
Management's Discussion and Analysis of Financial Condition and Results of Operations.
The information contained in this section should be read in conjunction with "Item 1. Consolidated Financial Statements." This discussion contains forward-looking statements, which relate to future events, the Fund's future performance or financial condition and involves numerous risks and uncertainties. Actual results could differ materially from those implied or expressed on any forward-looking statements.
Overview
The Fund is an externally managed, non-diversified closed-end management investment company formed as a Delaware statutory trust on March 23, 2022 that elected to be treated as a BDC under the 1940 Act. The Fund is externally managed by the Adviser, which is responsible for sourcing potential investments, conducting due diligence on prospective investments, analyzing investment opportunities, determining the value of Fund investments, structuring investments and monitoring the Fund's portfolio on an ongoing basis. The Adviser is registered as an investment adviser with the SEC. The Fund elected to be treated, 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").
An externally-managed BDC generally does not have any employees, and its investment and management functions are provided by an outside investment adviser and administrator under an advisory agreement and administration agreement. Instead of directly compensating employees, the Fund pays FDS for investment and management services pursuant to the terms of the Advisory Agreement and the Administration Agreement. The Fund operates as a non-exchange traded, perpetual-life BDC, which is a BDC whose shares are not listed for trading on a stock exchange or other securities market. The Fund uses the term "perpetual-life BDC" to describe an investment vehicle of indefinite duration, whose shares of common stock are intended to be sold by the Fund on a continuous basis at a price generally equal to the Fund's NAV per share.
The Fund's investment objectives are to generate current income and, to a lesser extent, long-term capital appreciation. The Fund will achieve these objectives primarily through directly originated loans to private companies but also liquid credit investments, like broadly syndicated loans, and other select Private Credit investments. Under normal circumstances, the Fund will invest at least 80% of its total assets in Private Credit investments. If the Fund changes its 80% test, the Fund will provide shareholders with at least 60 days' prior notice of such change. The Adviser may also invest to a lesser degree in equity linked instruments (which may include debt with warrants, preferred equity investments, or equity co-investments). Most of the Fund's investments will be in private U.S. operating companies, but (subject to compliance with BDCs' requirement to invest at least 70% of its assets in private U.S. companies) the Fund may also invest to a lesser degree in non-U.S. companies. Subject to the limitations of the 1940 Act, the Fund may invest in loans or other securities, the proceeds of which may refinance or otherwise repay debt or securities of companies whose debt is owned by other affiliated funds. From time to time, the Fund may co-invest with other affiliated funds.
Key Components of the Fund's Results of Operations
Investments
The Fund focuses primarily on directly originated loans to private companies but will also invest in liquid credit investments, such as broadly syndicated loans. The Fund's level of investment activity (both the number of investments and the size of each investment) can and will vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to private companies, the level of merger and acquisition activity for such companies, the general economic environment, trading prices of loans and other securities and the competitive environment for the types of investments the Fund makes.
Revenues
The Fund generates revenue in the form of interest and fee income on debt investments, capital gains, and dividend income from its equity investments in its portfolio companies. The Fund's senior and subordinated debt investments bear interest predominantly at a floating rate. Interest on debt securities is generally payable monthly, quarterly or semiannually. In some cases, the Fund's investments may provide for deferred interest payments or payment-in-kind ("PIK") interest. The principal amount of the debt securities and any accrued but unpaid PIK interest generally will become due at the maturity date. In addition, the Fund may generate revenue in the form of commitment and other fees in connection with transactions. Original issue discounts ("OIDs") and market discounts or premiums will be capitalized, and the Fund will accrete or amortize such amounts as interest income. The Fund will record prepayment premiums on loans and debt securities as interest income. Dividend income, if any, will be recognized on an accrual basis to the extent that the Fund expects to collect such amounts.
Expenses
Except as specifically provided below, all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory services to us, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Adviser. The Administrator or its affiliates will bear all fees, costs, and expenses incurred that are not specifically assumed by the Fund under the Administration Agreement.
From time to time, FDS (in its capacity as the Adviser and Administrator) or its affiliates may pay third-party providers of goods or services. The Fund will reimburse FDS (in its capacity as the Adviser or Administrator) or such affiliates thereof for any such amounts paid on the Fund's behalf. From time to time, FDS (in its capacity as the Adviser and Administrator) may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by the Fund's shareholders, subject to the cap on Other Operating Expenses described below.
Expense Limitation Agreement
On April 17, 2025, the Fund entered into an Amended and Restated Expense Limitation Agreement (the "Expense Limitation Agreement") with the Adviser, effective as of May 1, 2025. Pursuant to the Expense Limitation Agreement, the Adviser is obligated to pay on a monthly basis Other Operating Expenses (as defined below) of the Fund on the Fund's behalf (each such payment, an "Expense Payment") such that Other Operating Expenses of the Fund do not exceed 0.70% (on an annualized basis) of the Fund's average net assets (the "Expense Limitation")."Other Operating Expenses" for a class of shares shall consist of the following expenses of the Fund attributable to such class: the Fund's organization and offering expenses, professional fees (including accounting, legal, and auditing fees), custodian and transfer agent fees, third-party valuation agent fees, insurance costs, trustee fees, administration fees, and other related costs or expenses, but excluding the following: (a) management fees and any incentive fees, if applicable; (b) portfolio transaction and other investment-related costs (including dealer and underwriter spreads and expenses related to short sales); (c) interest, financing and structuring costs and other related expenses for borrowings and line(s) of credit; (d) taxes; (e) the Fund's proportional share of expenses related to co-investments; (f) acquired fund fees and expenses (including fees and expenses associated with a wholly owned subsidiary); (g) Rule 12b-1 fees, if any; (h) expenses of printing and mailing proxy materials to shareholders of the Fund; (i) all other expenses incidental to holding meetings of the Fund's shareholders, including proxy solicitations therefor; and (j) such non-recurring and/or extraordinary as may arise, including actions, suits or proceedings to which the Fund is or is threatened to be a party and the legal obligation that the Fund may have to indemnify the Fund's trustees and officers with respect thereto.
This Expense Limitation Agreement shall continue in force until April 30, 2026. This Expense Limitation Agreement shall renew automatically for successive one-year terms, unless either the Fund or the Adviser determines to terminate it and so notifies the other party. For additional information, see "Item 1. Consolidated Financial Statements - Notes to Consolidated Financial Statements - Note 3. Related Party Agreements and Transactions."
Prior to the Expense Limitation Agreement, the Fund entered into an Expense Support and Conditional Reimbursement Agreement (the "Expense Support Agreement") with the Adviser. Pursuant to the Expense Support Agreement, for the twelve month period commencing the date of the Expense Support Agreement, September 23, 2022, and unless terminated, for each successive one year period, the Adviser is obligated to advance all of the Fund's Other Operating Expenses (including organizational and offering expenses) to the effect that such expenses do not exceed 0.70% (on an annualized basis) of the Fund's NAV. The Fund will be obligated to reimburse the Adviser for such advanced expenses only if certain conditions are met. Any reimbursements will not exceed actual expenses incurred by the Adviser and its affiliates.
As of March 13, 2023 (commencement of operations), FDS voluntarily agreed to waive its right to receive any Reimbursement Payment for any Excess Operating Funds incurred in any month prior to a revocation. Any such amounts shall not be considered unreimbursed Expense Payments reimbursable in future months pursuant to the terms of the Expense Support Agreement. This voluntary arrangement can be terminated at any time, upon thirty days' prior written notice to the Fund.
Portfolio and Investment Activity
Our investment activity is presented below (information presented herein is at amortized cost unless otherwise indicated):
|
Nine Months Ended September 30, |
||||||||
|
2025 |
2024 |
|||||||
|
Investments: |
||||||||
|
Total investments, beginning of period |
$ |
1,363,206,046 |
$ |
524,521,191 |
||||
|
New investments purchased |
1,036,762,714 |
775,171,506 |
||||||
|
Payment-in-kind interest capitalized |
844,761 |
- |
||||||
|
Net purchases (sales) of short-term securities |
(7,870,538 |
) |
(12,804,016 |
) |
||||
|
Net accretion of discount on investments |
6,496,937 |
3,697,366 |
||||||
|
Net realized gain (loss) on investments |
(1,732,166 |
) |
(456,103 |
) |
||||
|
Investments sold or repaid |
(344,613,482 |
) |
(187,826,086 |
) |
||||
|
Total Investments, End of Period |
$ |
2,053,094,272 |
$ |
1,102,303,858 |
||||
|
Number of portfolio companies |
113 |
123 |
||||||
|
Weighted average yield on debt, at amortized cost(1) |
9.57 |
% |
10.36 |
% |
||||
|
Weighted average yield on debt, at fair value(2) |
9.56 |
% |
10.35 |
% |
||||
|
Percentage of debt investments bearing a floating rate, at fair value |
99.9 |
% |
100.0 |
% |
||||
|
Percentage of debt investments bearing a fixed rate, at fair value |
0.1 |
% |
0.0 |
% |
||||
(1)
Computed as the sum of, (a) the weighted average amortized cost multiplied by (b) the annual interest rate, for each income producing debt investment, excluding unfunded commitments. The weighted average amortized cost of an investment is computed by dividing the amortized cost by the sum of total amortized cost of debt investments, excluding unfunded commitments.
(2)
Computed as the sum of, (a) the weighted average fair value multiplied by (b) the annual interest rate, for each income producing debt investment, excluding unfunded commitments. The weighted average fair value of an investment is computed by dividing the fair value by the sum of total fair value of debt investments, excluding unfunded commitments.
Our investments consisted of the following:
|
September 30, 2025 |
December 31, 2024 |
|||||||||||||||||||||||
|
Amortized Cost |
Fair Value |
% of Total Investments |
Amortized Cost |
Fair Value |
% of Total Investments |
|||||||||||||||||||
|
First Lien Debt |
$ |
1,887,347,737 |
$ |
1,874,833,597 |
91.9 |
% |
$ |
1,282,630,555 |
$ |
1,288,880,288 |
94.1 |
% |
||||||||||||
|
Second Lien Debt |
4,829,114 |
4,775,700 |
0.2 |
% |
15,456,471 |
13,299,257 |
1.0 |
% |
||||||||||||||||
|
Asset-Backed Securities |
550,000 |
560,325 |
0.0 |
% |
- |
- |
0.0 |
% |
||||||||||||||||
|
Preferred Securities |
6,988,086 |
7,010,493 |
0.3 |
% |
- |
- |
0.0 |
% |
||||||||||||||||
|
Equity |
14,796,644 |
16,359,398 |
0.8 |
% |
7,765,014 |
9,064,990 |
0.7 |
% |
||||||||||||||||
|
Money Market Mutual Funds |
2,155,486 |
2,155,486 |
0.1 |
% |
10,026,024 |
10,026,024 |
0.7 |
% |
||||||||||||||||
|
Fixed Income Mutual Funds |
136,427,205 |
135,839,014 |
6.7 |
% |
47,327,982 |
47,969,881 |
3.5 |
% |
||||||||||||||||
|
Total Investments |
$ |
2,053,094,272 |
$ |
2,041,534,013 |
100.0 |
% |
$ |
1,363,206,046 |
$ |
1,369,240,440 |
100.0 |
% |
||||||||||||
As of September 30, 2025 and December 31, 2024, there were no investments on non-accrual status.
The industry composition of investments at fair value was as follows:
|
September 30, 2025 |
December 31, 2024 |
|||||||
|
Health Care Services |
12.3 |
% |
14.5 |
% |
||||
|
Specialized Consumer Services |
10.2 |
% |
9.5 |
% |
||||
|
Application Software |
9.7 |
% |
11.3 |
% |
||||
|
Diversified Support Services |
8.0 |
% |
6.6 |
% |
||||
|
Packaged Foods & Meats |
7.1 |
% |
4.1 |
% |
||||
|
Mutual Funds |
6.8 |
% |
4.2 |
% |
||||
|
Aerospace & Defense |
4.2 |
% |
1.8 |
% |
||||
|
Paper & Plastic Packaging Products & Materials |
3.4 |
% |
2.1 |
% |
||||
|
Industrial Machinery & Supplies & Components |
3.0 |
% |
8.0 |
% |
||||
|
Trading Companies & Distributors |
2.8 |
% |
1.1 |
% |
||||
|
Health Care Technology |
2.6 |
% |
7.4 |
% |
||||
|
Electrical Components & Equipment |
2.6 |
% |
0.0 |
% |
||||
|
Diversified Financial Services |
2.5 |
% |
2.0 |
% |
||||
|
Air Freight & Logistics |
2.5 |
% |
1.1 |
% |
||||
|
Life Sciences Tools & Services |
2.4 |
% |
2.0 |
% |
||||
|
IT Consulting & Other Services |
2.2 |
% |
0.0 |
% |
||||
|
Building Products |
1.8 |
% |
0.7 |
% |
||||
|
Health Care Supplies |
1.7 |
% |
0.6 |
% |
||||
|
Health Care Facilities |
1.6 |
% |
2.5 |
% |
||||
|
Research & Consulting Services |
1.6 |
% |
2.4 |
% |
||||
|
Specialty Chemicals |
1.4 |
% |
0.7 |
% |
||||
|
Electronic Manufacturing Services |
1.2 |
% |
1.8 |
% |
||||
|
Data Processing & Outsourced Services |
1.2 |
% |
1.4 |
% |
||||
|
Environmental & Facilities Services |
1.1 |
% |
3.0 |
% |
||||
|
Soft Drinks & Non-alcoholic Beverages |
0.9 |
% |
1.0 |
% |
||||
|
Advertising |
0.8 |
% |
0.7 |
% |
||||
|
Construction & Engineering |
0.6 |
% |
0.0 |
% |
||||
|
Specialized Finance |
0.5 |
% |
1.3 |
% |
||||
|
Pharmaceuticals |
0.5 |
% |
0.7 |
% |
||||
|
Oil & Gas Storage & Transportation |
0.5 |
% |
0.0 |
% |
||||
|
Electronic Components |
0.4 |
% |
0.6 |
% |
||||
|
Transaction & Payment Processing Services |
0.3 |
% |
0.7 |
% |
||||
|
Office Services & Supplies |
0.3 |
% |
0.5 |
% |
||||
|
Independent Power Producers & Energy Traders |
0.3 |
% |
0.0 |
% |
||||
|
Property & Casualty Insurance |
0.2 |
% |
0.9 |
% |
||||
|
Home Improvement Retail |
0.2 |
% |
0.4 |
% |
||||
|
Food Retail |
0.2 |
% |
0.3 |
% |
||||
|
Hotels, Resorts & Cruise Lines |
0.2 |
% |
0.3 |
% |
||||
|
Leisure Facilities |
0.1 |
% |
0.2 |
% |
||||
|
Distributors |
0.1 |
% |
0.0 |
% |
||||
|
Commodity Chemicals |
0.0 |
% |
0.6 |
% |
||||
|
Oil & Gas Refining & Marketing |
0.0 |
% |
0.5 |
% |
||||
|
Copper |
0.0 |
% |
0.4 |
% |
||||
|
Diversified Chemicals |
0.0 |
% |
0.4 |
% |
||||
|
Fertilizers & Agricultural Chemicals |
0.0 |
% |
0.4 |
% |
||||
|
Internet Services & Infrastructure |
0.0 |
% |
0.4 |
% |
||||
|
Security & Alarm Services |
0.0 |
% |
0.4 |
% |
||||
|
Health Care Distributors |
0.0 |
% |
0.3 |
% |
||||
|
Insurance Brokers |
0.0 |
% |
0.2 |
% |
||||
|
Commercial & Residential Mortgage Finance |
0.0 |
% |
0.0 |
% |
||||
|
Human Resource & Employment Services |
0.0 |
% |
0.0 |
% |
||||
|
Total |
100.0 |
% |
100.0 |
% |
||||
Amounts shown as 0.0% in the above table may represent values of less than 0.05%.
The geographic composition of investments at fair value was as follows:
|
September 30, 2025 |
December 31, 2024 |
|||||||||||||||||||||||
|
Fair Value |
% of Total Investments |
Fair Value as % of |
Fair Value |
% of Total Investments |
Fair Value as % of |
|||||||||||||||||||
|
United States |
$ |
1,998,110,967 |
97.9 |
% |
171.6 |
% |
$ |
1,325,749,895 |
96.8 |
% |
171.1 |
% |
||||||||||||
|
Australia |
32,018,208 |
1.6 |
% |
2.8 |
% |
32,260,769 |
2.4 |
% |
4.2 |
% |
||||||||||||||
|
Canada |
9,925,823 |
0.5 |
% |
0.9 |
% |
10,267,051 |
0.7 |
% |
1.3 |
% |
||||||||||||||
|
Luxembourg |
918,690 |
0.0 |
% |
0.1 |
% |
962,725 |
0.1 |
% |
0.1 |
% |
||||||||||||||
|
Grand Cayman |
560,325 |
0.0 |
% |
0.0 |
% |
- |
0.0 |
% |
0.0 |
% |
||||||||||||||
|
Total |
$ |
2,041,534,013 |
100.0 |
% |
175.4 |
% |
$ |
1,369,240,440 |
100.0 |
% |
176.7 |
% |
||||||||||||
The Adviser monitors the Fund's portfolio companies on an ongoing basis. It monitors the financial trends of each portfolio company to determine if they are meeting their respective business plans and to assess the appropriate course of action with respect to each portfolio company. The Adviser has several methods of evaluating and monitoring the performance and fair value of our investments, which may include the following:
•
assessment of success of the portfolio company in adhering to its business plan and compliance with covenants;
•
periodic and regular contact with portfolio company management and, if appropriate, the financial or strategic sponsor, to discuss financial position, requirements and accomplishments;
•
comparisons to other companies in the portfolio company's industry; and
•
review of monthly or quarterly financial statements and financial projections for portfolio companies.
As part of the monitoring process, the Adviser employs an investment rating system to categorize our investments. In addition to various risk management and monitoring tools, the Adviser rates the credit risk of all debt investments on a scale of 1 to 5. This system is intended primarily to reflect the underlying risk of a portfolio investment relative to our initial cost basis in respect of such portfolio investment (i.e., at the time of origination or acquisition), although it may also take into account the performance of the portfolio company's business, the collateral coverage of the investment and other relevant factors. The rating system is as follows:
1 - The portfolio investment is performing above our underwriting expectations.
2 - The portfolio investment is performing as expected at the time of underwriting. As a general rule, new investments are initially rated a 2.
3 - The portfolio investment is operating below our underwriting expectations and requires closer monitoring. The company may be out of compliance with financial covenants, however, principal or interest payments are generally not past due.
4 - The portfolio investment is performing materially below our underwriting expectations and returns on its investment are likely to be impaired. Principal or interest payments may be past due, however, full recovery of principal and interest payments are expected.
5 - The portfolio investment is performing significantly below expectations and the risk of the investment has increased substantially. The company is in payment default and the principal and interest payments are not expected to be repaid in full.
The following table shows the composition of our debt portfolio on the 1 to 5 rating scale as of September 30, 2025 and December 31, 2024:
|
September 30, 2025 |
December 31, 2024 |
|||||||
|
Rating |
Fair Value |
Fair Value |
||||||
|
1 |
$ |
- |
$ |
- |
||||
|
2 |
1,826,605,598 |
1,273,075,748 |
||||||
|
3 |
54,032,811 |
29,103,797 |
||||||
|
4 |
6,541,706 |
- |
||||||
|
5 |
- |
- |
||||||
|
Total |
$ |
1,887,180,115 |
$ |
1,302,179,545 |
||||
Results of Operations
The following table represents the Fund's operating results:
|
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
|
2025 |
2024 |
2025 |
2024 |
|||||||||||||
|
Total investment income |
$ |
52,190,168 |
$ |
31,655,006 |
$ |
142,201,505 |
$ |
77,358,333 |
||||||||
|
Net expenses |
25,460,932 |
13,380,716 |
68,360,761 |
32,282,886 |
||||||||||||
|
Net investment income (loss) before taxes |
26,729,236 |
18,274,290 |
73,840,744 |
45,075,447 |
||||||||||||
|
Net change in provision (benefit) for income and excise taxes |
16,779 |
168,493 |
129,008 |
168,493 |
||||||||||||
|
Net investment income (loss) after taxes |
26,712,457 |
18,105,797 |
73,711,736 |
44,906,954 |
||||||||||||
|
Net realized gain (loss) |
62,007 |
516,688 |
(1,901,182 |
) |
62,701 |
|||||||||||
|
Net change in unrealized appreciation (depreciation) |
(6,724,024 |
) |
(4,706,718 |
) |
(16,129,315 |
) |
(4,410,225 |
) |
||||||||
|
Net increase (decrease) in net assets resulting from operations |
$ |
20,050,440 |
$ |
13,915,767 |
$ |
55,681,239 |
$ |
40,559,430 |
||||||||
Net increase (decrease) in net assets resulting from operations can vary from period to period as a result of various factors, including acquisitions, the level of new investment commitments, the recognition of realized gains and losses and changes in unrealized appreciation and depreciation on the investment portfolio. As a result, comparisons may not be meaningful.
Investment Income
Investment income was as follows:
|
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
|
2025 |
2024 |
2025 |
2024 |
|||||||||||||
|
Interest income |
$ |
49,018,676 |
$ |
30,117,236 |
$ |
134,689,564 |
$ |
73,806,129 |
||||||||
|
Dividend income |
2,399,097 |
1,037,918 |
5,496,909 |
2,688,772 |
||||||||||||
|
Other income |
772,395 |
499,852 |
2,015,032 |
863,432 |
||||||||||||
|
Total Investment Income |
$ |
52,190,168 |
$ |
31,655,006 |
$ |
142,201,505 |
$ |
77,358,333 |
||||||||
For the three and nine months ended September 30, 2025, total investment income was approximately $52.2 million and $142.2 million, respectively, primarily driven by the combination of capital deployment and the continued performance of the Fund's investment portfolio. The size of the Fund's investment portfolio at fair value was approximately $2.0 billion as of September 30, 2025 and its weighted average yield on debt and income producing investments, at fair value, was approximately 9.56%. For the three and nine months ended September 30, 2024, total investment income was $31.7 million and $77.4 million, respectively, driven by the combination of the Fund's continued deployment and the performance of the investment portfolio. The size of the Fund's investment portfolio at fair value was $1.1 billion as of September 30, 2024 and its weighted average yield on debt and income producing investments, at fair value, was 10.35%.
The elevated interest rate environment of 2023 remained for most of 2024 with the Secured Overnight Financing Rate ("SOFR") remaining in a tight range around 5.30% through late in the third quarter, before declining to around 4.30% by the end of the fourth quarter. SOFR has subsequently held steady at approximately 4.30% through the end of the third quarter of fiscal 2025. Post-liberation day, spreads in the traditional middle market, the Fund's primary area of focus, were expected to widen, however have modestly compressed compared to 2024 levels.
While interest rates are considered when determining appropriate capital structures of our borrowers, additional interest rate increases and the resulting higher cost of capital have the potential to negatively impact the free cash flow of certain borrowers which could impact their ability to service their debt. Additionally, if higher interest rates persist during a slowdown in growth or period of economic weakness, our borrowers' and potentially the Fund's portfolio performance may be negatively impacted. Alternatively, if interest rates decline, our investment income on the existing investment portfolio could be negatively impacted.
Expenses
Expenses were as follows:
|
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
|
2025 |
2024 |
2025 |
2024 |
|||||||||||||
|
Interest expense |
$ |
16,030,842 |
$ |
8,210,230 |
$ |
43,944,516 |
$ |
18,274,834 |
||||||||
|
Management fees |
3,540,081 |
2,013,097 |
9,433,724 |
5,223,551 |
||||||||||||
|
Income based incentive fees |
3,807,793 |
2,536,534 |
10,347,185 |
6,321,853 |
||||||||||||
|
Capital gains incentive fees |
- |
(559,708 |
) |
(822,417 |
) |
(541,234 |
) |
|||||||||
|
Distribution and shareholder servicing fees |
||||||||||||||||
|
Class S |
5,162 |
474 |
12,735 |
552 |
||||||||||||
|
Class D |
8 |
7 |
22 |
20 |
||||||||||||
|
Administration fees |
914,914 |
521,000 |
2,438,163 |
1,352,925 |
||||||||||||
|
Amortization of deferred offering costs |
- |
- |
- |
291,680 |
||||||||||||
|
Board of Trustees' fees |
103,730 |
57,279 |
304,555 |
159,825 |
||||||||||||
|
Professional fees |
493,136 |
272,750 |
2,069,307 |
648,794 |
||||||||||||
|
Registration fees |
20,882 |
- |
480,182 |
- |
||||||||||||
|
Other general and administrative expenses |
591,211 |
542,427 |
1,764,309 |
1,355,021 |
||||||||||||
|
Total Expenses Before Reductions |
25,507,759 |
13,594,090 |
69,972,281 |
33,087,821 |
||||||||||||
|
Expense support |
(46,827 |
) |
(213,374 |
) |
(1,611,520 |
) |
(804,935 |
) |
||||||||
|
Net Expenses |
25,460,932 |
13,380,716 |
68,360,761 |
32,282,886 |
||||||||||||
|
Net change in provision (benefit) for income and excise taxes |
16,779 |
168,493 |
129,008 |
168,493 |
||||||||||||
|
Net Expenses Including Taxes |
$ |
25,477,711 |
$ |
13,549,209 |
$ |
68,489,769 |
$ |
32,451,379 |
||||||||
Interest Expense
Total interest expense (including unused fees and amortization of deferred financing and debt issuance costs) for the three and nine months ended September 30, 2025, was approximately $16.0 million and $43.9 million, respectively. Total interest expense (including unused fees and amortization of deferred financing costs) for the three and nine months ended September 30, 2024, was approximately $8.2 million and $18.3 million, respectively. The increase in interest expense was primarily driven by the increased borrowings under the Fund's credit facilities and the issuance of the 2025 Senior Notes as the Fund continues to move toward target leverage levels. The average principal balance outstanding increased from $307.8 million for the nine months ended September 30, 2024 to $806.3 million for the nine months ended September 30, 2025.
Management Fees
For the three and nine months ended September 30, 2025, management fees were approximately $3.5 million and $9.4 million, respectively. For the three and nine months ended September 30, 2024, management fees were approximately $2.0 million and $5.2 million, respectively. The increase in management fees was due to an increase in the average net assets, compared to the three and nine months ended September 30, 2024. Management fees are payable monthly in arrears at an annual rate of 1.25% of the value of the Fund's net assets as of the beginning of the first business day of the applicable month.
Income Based Incentive Fees
For the three and nine months ended September 30, 2025, income based incentive fees were approximately $3.8 million and $10.3 million, respectively. For the three and nine months ended September 30, 2024, income based incentive fees were $2.5 million and $6.3 million, respectively. The increase in income based incentive fees was due to growth of the Fund's income, attributed to continued capital deployment and the performance of the Fund's investment portfolio, compared to the three and nine months ended September 30, 2024.
Capital Gains Incentive Fees
For the three months ended September 30, 2025, the Fund did not recognize an increase or a reduction in accrued capital gains incentive fees. For the nine months ended September 30, 2025, the Fund recognized reductions in accrued capital gains incentive fees of approximately $0.8 million, attributable to net realized and change in unrealized losses of $18.0 million, none of which was payable under the Advisory Agreement. For the three and nine months ended September 30, 2024, the Fund accrued capital gains incentive fees of approximately $0.6 million and $0.5 million, respectively, attributable to net realized and change in unrealized losses of $4.2 million and $4.3 million, respectively, none of which was payable under the Advisory Agreement. The accrual for any capital gains incentive fee under accounting principles generally accepted in the United States of America ("GAAP") in a given period may result in an additional expense if such cumulative amount is greater than in the prior period or a reduction of previously recorded expense if such cumulative amount is less in the prior period. If such cumulative amount is negative, then there is no accrual.
Other Expenses
Professional fees include legal, audit, tax, valuation, technology and other applicable fees incurred related to the management of the Fund. Administration fees represent expenses incurred for services provided by FDS in its capacity as Administrator in accordance with the terms of the Administration Agreement. Other general and administrative expenses include insurance, filing, subscriptions and other costs.
Total other expenses were $2.1 million and $7.1 million for the three and nine months ended September 30, 2025, respectively, and $1.4 million and $3.8 million for the three and nine months ended September 30, 2024, respectively. Total other expenses were primarily comprised of administration fees, other general and administrative expenses, professional fees, registration fees, Board of Trustees' fees and the amortization of the Fund's offering costs. Increases in expenses were primarily driven by an increase in administration fees and professional fees driven by the larger portfolio and associated costs with managing the Fund, partially offset by a decrease in the amortization of the Fund's offering costs.
The Fund entered into an Expense Limitation Agreement with the Adviser. For additional information see "Item 1. Consolidated Financial Statements - Notes to Consolidated Financial Statements - Note 3. Related Party Agreements and Transactions".
Income Taxes, Including Excise Taxes
The Fund elected to be treated as a RIC under Subchapter M of the Code, and it intends to operate in a manner so as to continue to qualify annually for the tax treatment applicable to RICs. To qualify for tax treatment as a RIC, the Fund must, among other things, distribute to its shareholders in each taxable year generally at least 90% of the sum of its investment company taxable income, as defined by the Code (without regard to the deduction for dividends paid), and net tax-exempt income for that taxable year. To maintain its tax treatment as a RIC, the Fund, among other things, intends to make the requisite distributions to its shareholders, which generally relieve it from corporate-level U.S. federal income taxes.
Depending on the level of taxable income earned in a tax year, the Fund may carry forward taxable income (including net capital gains, if any) in excess of current year dividend distributions from the current tax year into the next tax year and pay a nondeductible 4% U.S. federal excise tax on such taxable income, as required. To the extent that the Fund determines that its estimated current year annual required distributable amount of income will be in excess of estimated current year dividend distributions from such income, the Fund will accrue excise tax on estimated excess taxable income.
The Fund holds certain portfolio investments through wholly-owned subsidiaries taxed as corporations which may be subject to federal and state taxes. The wholly-owned subsidiaries are not consolidated with the Fund for income tax purposes and may generate income tax expense, benefit, and the related tax assets and liabilities as a result of their ownership of certain portfolio investments. Tax liabilities are estimated and may differ materially depending on conditions when these investments earn income or are disposed. The income tax expense, or benefit, if any, and related tax assets and liabilities are reflected on the Fund's consolidated financial statements.
As of September 30, 2025 and December 31, 2024, the Fund, through wholly-owned subsidiaries, recorded tax liabilities of approximately $0.2 million and $0.4 million, respectively, which are included in other accounts payable and accrued liabilities on the consolidated statements of assets and liabilities.
For the three and nine months ended September 30, 2025, the Fund, through wholly-owned subsidiaries, recognized a total benefit for taxes of approximately $0.1 million and provision of approximately $0.2 million, respectively, which was comprised of provision for taxes related to income of approximately $0.02 million and $0.1 million, respectively, and benefit for deferred tax expense of approximately $0.1 million and provision for deferred tax expense of approximately $0.03 million, respectively. For the three and nine months ended September 30, 2024, the Fund, through wholly-owned subsidiaries, recognized a total provision for taxes of approximately $0.1 million and $0.4 million, respectively, which was comprised of provision for taxes related to income of approximately $0.2 million for each period presented, provision for taxes related to realized gain on investments of approximately $0.1 million for each period presented, and benefit for deferred tax expense of approximately $0.2 million and provision for deferred tax expense of approximately $0.1 million, respectively. The Fund did not incur an excise tax for the three and nine months ended September 30, 2025 and 2024.
Net Realized Gain (Loss)
Net realized gain (loss) was comprised of the following:
|
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
|
2025 |
2024 |
2025 |
2024 |
|||||||||||||
|
Net realized gain (loss) on non-controlled / non-affiliate investments |
$ |
150,295 |
$ |
571,676 |
$ |
(1,920,489 |
) |
$ |
(456,103 |
) |
||||||
|
Net realized gain (loss) on non-controlled / affiliate investments |
- |
- |
188,323 |
- |
||||||||||||
|
Net realized gain (loss) on swaps |
(30,674 |
) |
- |
(40,733 |
) |
- |
||||||||||
|
Net realized gain (loss) on foreign currency transactions |
(57,614 |
) |
2 |
(128,283 |
) |
573,794 |
||||||||||
|
Benefit (provision) for taxes on realized gain on investments |
- |
(54,990 |
) |
- |
(54,990 |
) |
||||||||||
|
Net Realized Gain (Loss) |
$ |
62,007 |
$ |
516,688 |
$ |
(1,901,182 |
) |
$ |
62,701 |
|||||||
For the three and nine months ended September 30, 2025, the Fund generated a net realized gain on investments of approximately $0.2 million and a net realized loss on investments of approximately $1.7 million, respectively, primarily driven by the sale of non-controlled / non-affiliate investments. For the three and nine months ended September 30, 2024, the Fund generated a net realized gain on investments of approximately $0.6 million and net realized loss on investments of approximately $0.5 million, respectively, from the sale of investments. Further, for the nine months ended September 30, 2024, the Fund generated a net realized gain on foreign currency transactions of approximately $0.6 million primarily due to the repayment of borrowings denominated in foreign currencies during the second fiscal quarter.
Net Change in Unrealized Appreciation (Depreciation)
Net change in unrealized appreciation (depreciation) was comprised of the following:
|
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
|
2025 |
2024 |
2025 |
2024 |
|||||||||||||
|
Net change in unrealized appreciation (depreciation) on non-controlled / non-affiliate investments |
$ |
(6,737,113 |
) |
$ |
(5,400,045 |
) |
$ |
(16,364,563 |
) |
$ |
(4,629,330 |
) |
||||
|
Net change in unrealized appreciation (depreciation) on non-controlled / affiliate investments |
(198,487 |
) |
534,223 |
(1,230,090 |
) |
384,463 |
||||||||||
|
Net change in unrealized appreciation (depreciation) on swaps |
(106,465 |
) |
- |
1,591,440 |
- |
|||||||||||
|
Net change in unrealized appreciation (depreciation) on foreign currency translation |
210,542 |
- |
(98,285 |
) |
(25,837 |
) |
||||||||||
|
Net change in benefit (provision) for deferred taxes on unrealized appreciation (depreciation) on investments |
107,499 |
159,104 |
(27,817 |
) |
(139,521 |
) |
||||||||||
|
Net change in unrealized appreciation (depreciation) |
$ |
(6,724,024 |
) |
$ |
(4,706,718 |
) |
$ |
(16,129,315 |
) |
$ |
(4,410,225 |
) |
||||
For the three and nine months ended September 30, 2025, the Fund recorded a net change in unrealized depreciation due primarily to the performance of a small sub-set of underlying assets, most of which were broadly syndicated loans. The Fund also recorded a tax accrual for certain appreciated investments held in a subsidiary that is treated as a corporation for tax purposes, which further contributed to the net change in unrealized depreciation for the nine months ended September 30, 2025.
For the three and nine months ended September 30, 2024, the fair value of our debt investments decreased due to spread tightening in the credit market and the financial performance of our portfolio companies, offset predominantly by the performance of several portfolio companies. Further, for the three and nine months ended September 30, 2024, the Fund incurred a change in unrealized depreciation due to the reversal of unrealized appreciation on borrowings denominated in foreign currencies recognized during the quarter ended March 31, 2024 and the year ended December 31, 2023. The change in unrealized depreciation is offset by a realized gain on foreign currency transactions realized upon repayment of foreign denominated borrowings.
Financial Condition, Liquidity and Capital Resources
The Fund generates cash primarily from the net proceeds of the Fund's continuous offering of Common Shares, proceeds from net borrowings on its credit facilities, income earned and repayments on principal on its debt investments. The primary uses of the Fund's cash are for (i) originating and purchasing debt and other investments, (ii) funding the costs of the Fund's operations (including fees paid to the Adviser and expense reimbursements paid to the Fund's Administrator), (iii) debt service, repayment and other financing costs, (iv) funding repurchases under its share repurchase program and (v) cash distributions to the holders of its shares.
As of September 30, 2025 the Fund had three revolving credit facilities and two unsecured notes outstanding and as of December 31, 2024, the Fund had three revolving credit facilities outstanding. The Fund may, from time to time, enter into additional credit facilities, increase the size of the Fund's existing credit facilities or issue additional debt securities, including debt securitizations, unsecured debt or other forms of debt. Any such incurrence or issuance may be from sources within the U.S. or from various foreign geographies or jurisdictions and may be denominated in currencies other than the U.S. dollar. Additionally, any such incurrence or issuance would be subject to prevailing market conditions, the Fund's liquidity requirements, contractual and regulatory restrictions and other factors. In accordance with the 1940 Act, with certain limited exceptions, the Fund is only allowed to incur borrowings, issue debt securities or issue preferred stock, if immediately after the borrowing or issuance, the ratio of total assets (less total liabilities other than indebtedness) to total indebtedness plus preferred stock, is at least 150%. As of September 30, 2025 and December 31, 2024, the Fund had $914.7 million and $611.1 million of debt outstanding under its revolving credit facilities and 2025 Senior Notes. As of September 30, 2025 and December 31, 2024 and the Fund's asset coverage ratio was 227% and 227%, respectively.
Cash as of September 30, 2025, taken together with the Fund's $1.1 billion of available capacity under its credit facilities (subject to borrowing base availability), proceeds from new or amended financing arrangements and the continuous offering of the Fund's Common Shares is expected to be sufficient for the Fund's investing activities and to conduct the Fund's operations in the near term. This determination is based in part on the Fund's expectations for the timing of funding investment purchases and the timing and amount of future proceeds from sales of the Fund's Common Shares and the use of existing and future financing arrangements. The Fund plans to fund using proceeds from offering its Common Shares and available borrowing capacity under the Fund's credit facilities for new investments.
Although the Fund has attractive financing arrangements, any disruption in the financial markets or any other negative economic development could restrict its access to incremental financing in the future. The Fund may not be able to find new financing for future investments or liquidity needs and, even if the Fund is able to obtain such financing, such financing may not be on as favorable terms as the Fund could have obtained previously. These factors may limit the Fund's ability to make new investments and adversely impact its results of operations.
As of September 30, 2025, the Fund had $35.3 million in cash and $0.2 million in foreign cash. During the nine months ended September 30, 2025, cash used in operating activities was $605.1 million primarily as a result of funding portfolio investments, partially offset by proceeds from sales of investments and principal repayments. Cash provided by financing activities was $626.7 million during the period primarily as a result of net borrowings and new share issuances, partially offset by distributions to shareholders and share repurchases.
As of September 30, 2024 the Fund had $23.7 million in cash. During the nine months ended September 30, 2024, cash used in operating activities was $570.4 million, primarily as a result of funding new investments, partially offset by sales of investments and principal repayments. Cash provided by financing activities was $592.7 million during the period, primarily as a result of new share issuances and net borrowings, partially offset by share repurchases and distributions to shareholders.
Equity
The following table summarizes transactions in Common Shares during the three and nine months ended September 30, 2025:
|
Three Months Ended September 30, 2025 |
Nine Months Ended September 30, 2025 |
|||||||||||||||
|
Shares |
Amount |
Shares |
Amount |
|||||||||||||
|
CLASS I |
||||||||||||||||
|
Subscriptions |
4,820,122 |
$ |
122,404,540 |
14,994,698 |
$ |
382,923,706 |
||||||||||
|
Distributions reinvested |
578,304 |
14,679,473 |
1,655,955 |
42,261,954 |
||||||||||||
|
Share repurchases |
(295,701 |
) |
(7,471,702 |
) |
(746,192 |
) |
(18,950,186 |
) |
||||||||
|
Early repurchase deduction |
- |
7,826 |
- |
16,574 |
||||||||||||
|
Net increase (decrease) |
5,102,725 |
$ |
129,620,137 |
15,904,461 |
$ |
406,252,048 |
||||||||||
|
CLASS S |
||||||||||||||||
|
Subscriptions |
24,080 |
610,521 |
55,324 |
1,411,104 |
||||||||||||
|
Distributions reinvested |
775 |
19,649 |
1,944 |
49,566 |
||||||||||||
|
Share repurchases |
- |
- |
- |
- |
||||||||||||
|
Net increase (decrease) |
24,855 |
$ |
630,170 |
57,268 |
$ |
1,460,670 |
||||||||||
|
CLASS D |
||||||||||||||||
|
Subscriptions |
- |
- |
- |
- |
||||||||||||
|
Distributions reinvested |
11 |
281 |
36 |
916 |
||||||||||||
|
Share repurchases |
- |
- |
- |
- |
||||||||||||
|
Net increase (decrease) |
11 |
$ |
281 |
36 |
$ |
916 |
||||||||||
|
Total net increase (decrease) |
5,127,591 |
$ |
130,250,588 |
15,961,765 |
$ |
407,713,634 |
||||||||||
The following table summarizes transactions in Common Shares during the three and nine months ended September 30, 2024:
|
Three Months Ended September 30, 2024 |
Nine Months Ended September 30, 2024 |
|||||||||||||||
|
Shares |
Amount |
Shares |
Amount |
|||||||||||||
|
CLASS I |
||||||||||||||||
|
Subscriptions |
3,262,752 |
$ |
84,131,811 |
9,972,525 |
$ |
257,533,754 |
||||||||||
|
Distributions reinvested |
336,202 |
8,666,169 |
880,411 |
22,735,570 |
||||||||||||
|
Share repurchases |
(73,416 |
) |
(1,890,472 |
) |
(363,682 |
) |
(9,392,901 |
) |
||||||||
|
Early repurchase deduction |
- |
7,371 |
- |
14,019 |
||||||||||||
|
Net increase (decrease) |
3,525,538 |
$ |
90,914,879 |
10,489,254 |
$ |
270,890,442 |
||||||||||
|
CLASS S |
||||||||||||||||
|
Subscriptions |
7,492 |
193,474 |
9,355 |
241,724 |
||||||||||||
|
Distributions reinvested |
103 |
2,677 |
122 |
3,157 |
||||||||||||
|
Share repurchases |
- |
- |
- |
- |
||||||||||||
|
Net increase (decrease) |
7,595 |
$ |
196,151 |
9,477 |
$ |
244,881 |
||||||||||
|
CLASS D |
||||||||||||||||
|
Subscriptions |
- |
- |
- |
- |
||||||||||||
|
Distributions reinvested |
10 |
266 |
30 |
778 |
||||||||||||
|
Share repurchases |
- |
- |
- |
- |
||||||||||||
|
Net increase (decrease) |
10 |
$ |
266 |
30 |
$ |
778 |
||||||||||
|
Total net increase (decrease) |
3,533,143 |
$ |
91,111,296 |
10,498,761 |
$ |
271,136,101 |
||||||||||
Distributions and Distribution Reinvestment
The following table summarizes the Fund's distributions declared and payable for the nine months ended September 30, 2025:
|
Class I |
||||||||||||
|
Declaration Date |
Record Date |
Payment Date |
Distribution Per Share |
Distribution Amount |
||||||||
|
January 30, 2025 |
January 31, 2025 |
February 25, 2025 |
$ |
0.2175 |
$ |
7,038,118 |
||||||
|
February 28, 2025 |
February 28, 2025 |
March 24, 2025 |
0.2175 |
7,377,063 |
||||||||
|
March 28, 2025 |
March 31, 2025 |
April 23, 2025 |
0.2175 |
7,804,151 |
||||||||
|
April 28, 2025 |
April 30, 2025 |
May 22, 2025 |
0.2175 |
8,262,479 |
||||||||
|
May 29, 2025 |
May 30, 2025 |
June 24, 2025 |
0.2175 |
8,606,253 |
||||||||
|
June 27, 2025 |
June 30, 2025 |
July 23, 2025 |
0.2175 |
8,931,102 |
||||||||
|
July 30, 2025 |
July 31, 2025 |
August 22, 2025 |
0.2025 |
8,683,946 |
||||||||
|
August 28, 2025 |
August 29, 2025 |
September 23, 2025 |
0.2025 |
9,002,048 |
||||||||
|
September 29, 2025 |
September 30, 2025 |
October 22, 2025 |
0.1910 |
8,833,874 |
||||||||
|
$ |
1.9010 |
$ |
74,539,034 |
|||||||||
|
Class S |
||||||||||||
|
Declaration Date |
Record Date |
Payment Date |
Distribution Per Share |
Distribution Amount |
||||||||
|
January 30, 2025 |
January 31, 2025 |
February 25, 2025 |
$ |
0.1993 |
$ |
11,062 |
||||||
|
February 28, 2025 |
February 28, 2025 |
March 24, 2025 |
0.1992 |
13,388 |
||||||||
|
March 28, 2025 |
March 31, 2025 |
April 23, 2025 |
0.1993 |
13,733 |
||||||||
|
April 28, 2025 |
April 30, 2025 |
May 22, 2025 |
0.1994 |
13,774 |
||||||||
|
May 29, 2025 |
May 30, 2025 |
June 24, 2025 |
0.1996 |
15,700 |
||||||||
|
June 27, 2025 |
June 30, 2025 |
July 23, 2025 |
0.1995 |
15,736 |
||||||||
|
July 30, 2025 |
July 31, 2025 |
August 22, 2025 |
0.1845 |
15,340 |
||||||||
|
August 28, 2025 |
August 29, 2025 |
September 23, 2025 |
0.1845 |
18,546 |
||||||||
|
September 29, 2025 |
September 30, 2025 |
October 22, 2025 |
0.1730 |
17,947 |
||||||||
|
$ |
1.7383 |
$ |
135,226 |
|||||||||
|
Class D |
||||||||||||
|
Declaration Date |
Record Date |
Payment Date |
Distribution Per Share |
Distribution Amount |
||||||||
|
January 30, 2025 |
January 31, 2025 |
February 25, 2025 |
$ |
0.2121 |
$ |
94 |
||||||
|
February 28, 2025 |
February 28, 2025 |
March 24, 2025 |
0.2121 |
94 |
||||||||
|
March 28, 2025 |
March 31, 2025 |
April 23, 2025 |
0.2121 |
95 |
||||||||
|
April 28, 2025 |
April 30, 2025 |
May 22, 2025 |
0.2122 |
96 |
||||||||
|
May 29, 2025 |
May 30, 2025 |
June 24, 2025 |
0.2122 |
97 |
||||||||
|
June 27, 2025 |
June 30, 2025 |
July 23, 2025 |
0.2122 |
98 |
||||||||
|
July 30, 2025 |
July 31, 2025 |
August 22, 2025 |
0.1972 |
92 |
||||||||
|
August 28, 2025 |
August 29, 2025 |
September 23, 2025 |
0.1972 |
92 |
||||||||
|
September 29, 2025 |
September 30, 2025 |
October 22, 2025 |
0.1857 |
87 |
||||||||
|
$ |
1.8530 |
$ |
845 |
|||||||||
The following table summarizes the Fund's distributions declared and payable for the nine months ended September 30, 2024:
|
Class I |
||||||||||||
|
Declaration Date |
Record Date |
Payment Date |
Distribution Per Share |
Distribution Amount |
||||||||
|
January 29, 2024 |
January 31, 2024 |
February 23, 2024 |
$ |
0.2175 |
$ |
3,699,830 |
||||||
|
February 29, 2024 |
February 29, 2024 |
March 22, 2024 |
0.2175 |
3,913,427 |
||||||||
|
March 29, 2024 |
March 31, 2024 |
April 22, 2024 |
0.2175 |
4,186,257 |
||||||||
|
April 26, 2024 |
April 30, 2024 |
May 22, 2024 |
0.2175 |
4,465,411 |
||||||||
|
May 29, 2024 |
May 31, 2024 |
June 25, 2024 |
0.2175 |
4,678,992 |
||||||||
|
June 28, 2024 |
June 28, 2024 |
July 23, 2024 |
0.2175 |
4,992,714 |
||||||||
|
July 29, 2024 |
July 31, 2024 |
August 23, 2024 |
0.2175 |
5,163,485 |
||||||||
|
August 28, 2024 |
August 30, 2024 |
September 24, 2024 |
0.2175 |
5,410,773 |
||||||||
|
September 30, 2024 |
September 30, 2024 |
October 22, 2024 |
0.2175 |
5,717,217 |
||||||||
|
$ |
1.9575 |
$ |
42,228,106 |
|||||||||
|
Class S |
||||||||||||
|
Declaration Date |
Record Date |
Payment Date |
Distribution Per Share |
Distribution Amount |
||||||||
|
January 29, 2024 |
January 31, 2024 |
February 23, 2024 |
$ |
0.1992 |
$ |
80 |
||||||
|
February 29, 2024 |
February 29, 2024 |
March 22, 2024 |
0.1992 |
80 |
||||||||
|
March 29, 2024 |
March 31, 2024 |
April 22, 2024 |
0.1991 |
80 |
||||||||
|
April 26, 2024 |
April 30, 2024 |
May 22, 2024 |
0.1995 |
81 |
||||||||
|
May 29, 2024 |
May 31, 2024 |
June 25, 2024 |
0.1989 |
82 |
||||||||
|
June 28, 2024 |
June 28, 2024 |
July 23, 2024 |
0.1995 |
454 |
||||||||
|
July 29, 2024 |
July 31, 2024 |
August 23, 2024 |
0.1989 |
1,199 |
||||||||
|
August 28, 2024 |
August 30, 2024 |
September 24, 2024 |
0.1989 |
1,952 |
||||||||
|
September 30, 2024 |
September 30, 2024 |
October 22, 2024 |
0.1996 |
1,967 |
||||||||
|
$ |
1.7928 |
$ |
5,975 |
|||||||||
|
Class D |
||||||||||||
|
Declaration Date |
Record Date |
Payment Date |
Distribution Per Share |
Distribution Amount |
||||||||
|
January 29, 2024 |
January 31, 2024 |
February 23, 2024 |
$ |
0.2121 |
$ |
84 |
||||||
|
February 29, 2024 |
February 29, 2024 |
March 22, 2024 |
0.2121 |
85 |
||||||||
|
March 29, 2024 |
March 31, 2024 |
April 22, 2024 |
0.2121 |
86 |
||||||||
|
April 26, 2024 |
April 30, 2024 |
May 22, 2024 |
0.2122 |
87 |
||||||||
|
May 29, 2024 |
May 31, 2024 |
June 25, 2024 |
0.2120 |
87 |
||||||||
|
June 28, 2024 |
June 28, 2024 |
July 23, 2024 |
0.2122 |
88 |
||||||||
|
July 29, 2024 |
July 31, 2024 |
August 23, 2024 |
0.2120 |
89 |
||||||||
|
August 28, 2024 |
August 30, 2024 |
September 24, 2024 |
0.2120 |
89 |
||||||||
|
September 30, 2024 |
September 30, 2024 |
October 22, 2024 |
0.2122 |
90 |
||||||||
|
$ |
1.9089 |
$ |
785 |
|||||||||
With respect to distributions, the Fund has adopted an "opt out" distribution reinvestment plan for shareholders (other than shareholders residing in certain states that require an "opt in" plan). As a result, in the event of a declared cash distribution or other distribution, each shareholder that has not "opted out" of the distribution reinvestment plan will have their dividends or distributions automatically reinvested in additional shares rather than receiving cash distributions. Shareholders who receive distributions in the form of shares will be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions. Shareholders located in Alabama, Arkansas, Idaho, Kansas, Kentucky, Maine, Maryland, Massachusetts, Nebraska, New Jersey, North Carolina, Ohio, Oregon, Tennessee, Vermont and Washington, as well as those who are clients of certain participating brokers that do not permit automatic enrollment in the Fund's distribution reinvestment plan, will automatically receive their distributions in cash unless they elect to participate in its distribution reinvestment plan and have their cash distributions reinvested in additional Common Shares.
The following tables reflect the sources of distributions that the Fund declared on its Common Shares for the periods presented. The sources listed reflect certain adjustments to GAAP net investment income to estimate net taxable income in accordance with U.S. federal tax rules.
The following table reflects the sources of distributions that the Fund declared on its Common Shares during the nine months ended September 30, 2025:
|
Class I |
Class S |
Class D |
|||||||||||||||||||||||
|
Source of Distribution |
Per Share |
Amount |
Per Share |
Amount |
Per Share |
Amount |
|||||||||||||||||||
|
Net investment income |
$ |
1.86 |
$ |
73,205,864 |
$ |
1.71 |
$ |
132,892 |
$ |
1.82 |
$ |
829 |
|||||||||||||
|
Accumulated undistributed taxable net investment income from prior periods |
- |
- |
- |
- |
- |
- |
|||||||||||||||||||
|
Distributions in excess of net investment income |
0.04 |
1,333,170 |
0.03 |
2,334 |
0.03 |
16 |
|||||||||||||||||||
|
Total |
$ |
1.90 |
$ |
74,539,034 |
$ |
1.74 |
$ |
135,226 |
$ |
1.85 |
$ |
845 |
|||||||||||||
The following table reflects the sources of distributions that the Fund declared on its Common Shares during the nine months ended September 30, 2024.
|
Class I |
Class S |
Class D |
|||||||||||||||||||||||
|
Source of Distribution |
Per Share |
Amount |
Per Share |
Amount |
Per Share |
Amount |
|||||||||||||||||||
|
Net investment income |
$ |
1.84 |
$ |
40,141,796 |
$ |
1.68 |
$ |
5,930 |
$ |
1.79 |
$ |
737 |
|||||||||||||
|
Accumulated undistributed taxable net investment income from prior periods |
0.12 |
2,086,310 |
0.11 |
45 |
0.12 |
48 |
|||||||||||||||||||
|
Net realized gains (losses) |
- |
- |
- |
- |
- |
- |
|||||||||||||||||||
|
Total |
$ |
1.96 |
$ |
42,228,106 |
$ |
1.79 |
$ |
5,975 |
$ |
1.91 |
$ |
785 |
|||||||||||||
Share Repurchase Program
At the discretion of the Board, the Fund has commenced a share repurchase program in which the Fund may repurchase, in each quarter, up to 5% of the NAV of the Fund's Common Shares outstanding (either by number of shares or aggregate NAV) as of the close of the previous calendar quarter. The Board may amend or suspend the share repurchase program at any time if in its reasonable judgment it deems such action to be in the best interest of shareholders, such as when a repurchase offer would place an undue burden on the Fund's liquidity, adversely affect the Fund's operations or risk having an adverse impact on the Fund that would outweigh the benefit of the repurchase offer. As a result, share repurchases may not be available each quarter. The Fund intends to conduct such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Exchange Act and the 1940 Act. All shares purchased pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued shares.
Under the share repurchase plan, to the extent the Fund offers to repurchase shares in any particular quarter, it is expected to repurchase shares pursuant to tender offers using a purchase price equal to the NAV per share as of the last calendar day of the applicable quarter, except that shares that have not been outstanding for at least one year will be repurchased at an Early Repurchase Deduction. The one-year holding period is measured as of the subscription closing date immediately following the prospective repurchase date. The Early Repurchase Deduction may be waived in the case of repurchase requests arising from the death, divorce or qualified disability of the holder. The Early Repurchase Deduction will be retained by the Fund for the benefit of remaining shareholders across all shares.
The following table summarizes the share repurchases completed during the nine months ended September 30, 2025:
|
Repurchase Deadline Request |
Percentage of Outstanding Shares the Fund Offered to Repurchase |
Price Paid Per Share |
Repurchase Pricing Date |
Amount Repurchased (all classes)(1) |
Number of Shares |
Percentage of Outstanding Shares Repurchased(2) |
|||||||||||||
|
February 28, 2025 |
5% |
$ |
25.54 |
March 31, 2025 |
$ |
5,326,075 |
208,686 |
0.69% |
|||||||||||
|
May 30, 2025 |
5% |
$ |
25.41 |
June 30, 2025 |
$ |
6,143,661 |
241,805 |
0.68% |
|||||||||||
|
August 29, 2025 |
5% |
$ |
25.27 |
September 30, 2025 |
$ |
7,463,876 |
295,701 |
0.72% |
|||||||||||
(1)
Amount shown net of Early Repurchase Deduction.
(2)
Percentage is based on total shares as of the close of the previous calendar quarter. All repurchase requests were satisfied in full.
The following table summarizes the share repurchases completed during the nine months ended September 30, 2024:
|
Repurchase Deadline Request |
Percentage of Outstanding Shares the Fund Offered to Repurchase |
Price Paid Per Share |
Repurchase Pricing Date |
Amount Repurchased (all classes)(1) |
Number of Shares |
Percentage of Outstanding Shares Repurchased(2) |
|||||||||||||
|
February 29, 2024 |
5% |
$ |
25.78 |
March 29, 2024 |
$ |
577,424 |
22,576 |
0.14% |
|||||||||||
|
May 31, 2024 |
5% |
$ |
25.85 |
June 28, 2024 |
$ |
6,918,357 |
267,690 |
1.18% |
|||||||||||
|
August 30, 2024 |
5% |
$ |
25.75 |
September 30, 2024 |
$ |
1,883,101 |
73,416 |
0.32% |
|||||||||||
(1)
Amount shown net of Early Repurchase Deduction.
(2)
Percentage is based on total shares as of the close of the previous calendar quarter. All repurchase requests were satisfied in full.
Borrowings
The Fund's average outstanding debt and weighted average interest rate paid for the three and nine months ended September 30, 2025 were $851.3 million and $806.3 million, respectively, and 6.49% and 6.49%, respectively. The Fund's average outstanding debt and weighted average interest rate paid for the three and nine months ended September 30, 2024 were $426.8 million and $307.8 million, respectively, and 7.30% and 7.30%, respectively. The increase in interest expense was primarily driven by the increased borrowings of the Fund as it continues to scale. The Fund's weighted average interest rate paid as of September 30, 2025 and December 31, 2024 was 6.28% and 6.59%, respectively. The Fund's outstanding debt obligations were as follows:
|
September 30, 2025 |
||||||||||||||||||||
|
Aggregate Principal Committed |
Outstanding Principal |
Carrying Value (net of unamortized debt issuance costs) |
Unamortized Debt Issuance Costs |
Unused Portion |
||||||||||||||||
|
JPMorgan Lending Facility |
$ |
1,140,000,000 |
$ |
182,113,602 |
$ |
182,113,602 |
$ |
- |
$ |
957,886,398 |
||||||||||
|
BSPV Facility |
400,000,000 |
300,000,000 |
300,000,000 |
- |
100,000,000 |
|||||||||||||||
|
CSPV Facility |
250,000,000 |
225,000,000 |
225,000,000 |
- |
25,000,000 |
|||||||||||||||
|
Series 2025A Notes |
105,000,000 |
105,000,000 |
103,833,099 |
1,166,901 |
- |
|||||||||||||||
|
Series 2025B Notes |
105,000,000 |
105,000,000 |
103,780,206 |
1,219,794 |
- |
|||||||||||||||
|
Total |
$ |
2,000,000,000 |
$ |
917,113,602 |
$ |
914,726,907 |
$ |
2,386,695 |
$ |
1,082,886,398 |
||||||||||
|
December 31, 2024 |
||||||||||||||||||||
|
Aggregate Principal Committed |
Outstanding Principal |
Carrying Value (net of unamortized debt issuance costs) |
Unamortized Debt Issuance Costs |
Unused Portion |
||||||||||||||||
|
JPMorgan Lending Facility |
$ |
500,000,000 |
$ |
434,070,855 |
$ |
434,070,855 |
$ |
- |
$ |
65,929,145 |
||||||||||
|
BSPV Facility |
250,000,000 |
172,000,000 |
172,000,000 |
- |
78,000,000 |
|||||||||||||||
|
CSPV Facility |
250,000,000 |
5,000,000 |
5,000,000 |
- |
245,000,000 |
|||||||||||||||
|
Total |
$ |
1,000,000,000 |
$ |
611,070,855 |
$ |
611,070,855 |
$ |
- |
$ |
388,929,145 |
||||||||||
For additional information on the Fund's borrowings, refer to "Item 1. Consolidated Financial Statements - Notes to Consolidated Financial Statements - Note 8. Borrowings."
Off-Balance Sheet Arrangements
Other than contractual commitments and other legal contingencies incurred in the normal course of its business, the Fund does not expect to have any off-balance sheet financings or liabilities.
The Fund's investment portfolio contains and is expected to continue to contain debt investments in the form of lines of credit, revolving credit facilities and delayed draw commitments which require the Fund to provide funding when requested by portfolio companies in accordance with the underlying loan agreements. As of September 30, 2025 and December 31, 2024, the Fund had unfunded commitments to borrowers in the aggregate principal amount of $480.4 million and $321.7 million, respectively.
From time to time, the Fund may become party to certain legal proceedings in the ordinary course of business. As of September 30, 2025, management is not aware of any pending or threatened material litigation.
Related-Party Transactions
The Fund has entered into a number of business relationships with affiliated or related parties, including the following;
•
Advisory Agreement;
•
Administration Agreement;
•
Transfer Agent Agreement;
•
Managing Dealer Agreement;
•
Amended and Restated Expense Limitation Agreement;
•
Administrative Agent Expense Allocation Agreement;
•
Affiliated investments; and
•
Affiliate Ownership
In addition to the aforementioned agreements, the Fund, the Adviser, and certain of the Adviser's affiliates have been granted exemptive relief by the SEC to co-invest with other funds managed by the Adviser or its affiliates in a manner consistent with the Fund's investment objectives, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. See "Item 1. Consolidated Financial Statements - Notes to Consolidated Financial Statements - Note 3. Related Party Agreements and Transactions."
Recent Developments
See "Item 1. Consolidated Financial Statements - Notes to Consolidated Financial Statements - Note 11. Subsequent Events" for a summary of recent developments.
Critical Accounting Estimates
The preparation of the consolidated financial statements requires the Fund to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets, and any other parameters used in determining such estimates could cause actual results to differ.
Fair Value Measurements
The Fund values its investments, upon which its NAV is based, in accordance with ASC 820, Fair Value Measurement, which defines fair value as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 also provides a framework for measuring fair value, establishes a fair value hierarchy based on the observability of inputs used to measure fair value and prescribes disclosure requirements for fair value measurements.
Pursuant to Rule 2a-5, the Board has designated the Adviser as the valuation designee responsible for valuing all of the Fund's investments, including making fair valuation determinations as needed. The Adviser has established a Fair Value Committee to carry out the day-to-day fair valuation responsibilities and has adopted policies and procedures to govern activities of the Fair Value Committee and the performance of functions required to determine the fair value of a fund's investments in good faith. These functions include periodically assessing and managing material risks associated with fair value determinations, selecting, applying, reviewing, and testing fair value methodologies, monitoring for circumstances that may necessitate the use of fair value, and overseeing and evaluating pricing services used.
In accordance with the Adviser's policies and procedures, which have been approved by the Board, investments, including debt securities, that are publicly traded but for which no readily available market quotations exist are generally valued on the basis of information furnished by an independent third-party pricing service that uses a valuation matrix which incorporates both dealer-supplied valuations and electronic data processing techniques. Swaps are marked-to-market daily based on valuations from third party pricing services, registered derivatives clearing organizations (clearinghouses) or broker-supplied valuations. These pricing sources may utilize inputs such as interest rate curves, credit spread curves, default possibilities and recovery rates. To assess the continuing appropriateness of pricing sources and methodologies, the Adviser regularly performs price verification procedures, engages in oversight activities with respect to third-party pricing sources used and issues challenges as necessary to independent pricing services or brokers, and any differences are reviewed in accordance with the valuation procedures. The Adviser does not adjust the prices unless it has a reason to believe market quotations or prices received from third-party pricing services are not reflective of the fair value of an investment.
Investments that are not publicly traded or whose current market prices or quotations are not readily available are valued at fair value as determined by the Adviser in good faith pursuant to the Adviser's Board-approved policies and procedures. Factors used in determining fair value vary by investment type and may include market or investment specific events, transaction data, estimated cash flows, and market observations of comparable investments. In determining fair value of the Fund's loan investments the types of factors that the Fair Value Committee may take into account generally include comparison to publicly-traded securities including such factors as yield, maturity and measures of credit quality, the enterprise value of the portfolio company, the nature and realizable value of any collateral, the portfolio company's ability to make payments and its earnings and discounted cash flows, the markets in which the portfolio company does business and other relevant factors.
The Fund has engaged an independent valuation firm to prepare month-end valuation recommendations for investments for which market quotations are not readily available as of the last calendar day of each month. The independent valuation firm undertakes a full analysis of the investments and provides estimated fair values for such investments to the Adviser. The independent valuation firm also provides analyses to support their valuation methodology and calculations. The Adviser's Fair Value Committee reviews and approves each valuation recommendation and confirms it has been calculated in accordance with the Board-approved policies and procedures. The Fair Value Committee manages the Fund's fair valuation practices and maintains the fair valuation policies and procedures. The Adviser reports to the Board information regarding the fair valuation process and related material matters. The Board may determine to modify its designation of the Adviser as valuation designee, relating to any or all Fund investments, at any time.
Our accounting policy regarding the fair value of the Fund's investments is critical because the determination of fair value involves subjective judgments and requires the use of estimates. Due to the inherent uncertainty of determining fair value measurements, the fair values of the Fund's investments may differ from the amounts that it ultimately realizes or collects from sales or maturities of its investments, and the differences could be material.
Fidelity Private Credit Trust published this content on November 12, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on November 12, 2025 at 19:37 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]