SecProbe.io

January 12, 2024
VIA E-mailRajib Chanda, Esq.Simpson Thacher & Bartlett LLP900 G Street, N.W.Washington, D.C. 20001
Re: Diameter Credit Company
File Nos. 000-56624
Dear Mr. Chanda:
On December 15, 2023, Diameter Credit Comp any (the “Fund” or “Company”) filed a
registration statement on Form 10 in connecti on with the registration of the Fund’s common
stock under Section 12(g) of the Securities Exch ange Act of 1934 (the “Exchange Act”) that also
includes reference to a Series A Preferred Shares.  We have reviewed the registration statement and have provided our comments below.  For convenience, we generally organized our
comments using headings, defined terms, and pa ge numbers from the registration statement.
Where a comment is made in one location, it is applicable to all simila r disclosure appearing
elsewhere in the registration statement.
Please respond to this letter w ithin ten (10) business days by either amending the filing,
providing the requested information, or advisi ng us when you will provide the requested
information.  We may have additional comments af ter reviewing your responses to the following
comments, or any amendment to the filing.
We note that the Fund is voluntarily registeri ng shares of its common stock under Section
12(g) of the Exchange Act.  Please note that a filing on Form 10 goes effective automatically by
lapse of time 60 days after the original filing date, pursuant to Section 12(g)(1) of the Exchange Act. If our comments are not satisfactorily a ddressed within this 60- day time period, you should
consider withdrawing the Fund’s Form 10 prior to  its effectiveness, and re-filing a revised Form
10 that includes changes responsive to our comment s.  If the Fund chooses not to withdraw its
Form 10 registration statement, it will be subject to the reporting requirements of Section 13(a) of the Exchange Act.  Additionally, we will continue to review the filing until all of our comments have been sa tisfactorily addressed.
REGISTRATION STATEMENTExplanatory Note (Page 2)1. The first sentence of the first paragraph states that the Fund f iled the registration statement to
permit it to elect to be regulated as a BDC under the Investment  Company Act of 1940

Rajib Chanda, Esq.
January 12, 2024  Page 2
(“1940 Act”).  The Fund filed the election on the same date as the Form 10.  When you file
an amendment, please update this sentence to refl ect that this election has already been made.
 2. In the fifth paragraph, you state that you intend to  file a notice of election.  Please amend this
sentence to reflect the fact that the election has already been filed.
 3. Please also consider disclosing these bulleted risk factors on Pages 2-3  immediately above
the signature line in the Fund’s subscription agreement.
 4. The last risk factor related to investments in  privately-held companies does not detail the
valuation risk associated with securities issued by privately-held companies or that they are illiquid.  Please add disclosure that the privately-held companies will be difficult to value and illiquid, similar to the valuation and liquidity risk detailed with respect to junk bonds.
 Forward Looking Statements (Pages 4-5)  5. Please revise the last sentence of  the last paragraph on Page 5  for clarity. For example,
please revise as follows: “The safe harbor provisions of Section 21E of the Securities Exchange Act of 1934 Act  and section 27A of the Secur ities Act of 1933, which preclude
civil liability for certain forward-looking stat ements, do not apply to the forward looking
statements in this Registration Statement because we are an investment company.”
 Item 1.  BUSINESS – The Fund (Page 6)   6. The first sentence of paragraph 3 of this s ection is missing a word.  Add the word “that”
before the phrase “refers to companies” w ith certain EBITDA and briefly define what
EBITDA means.
 7. The fifth paragraph of this section states that  the Fund intends to do a private offering of its
Series A Preferred Shares to a “select gr oup of individual investors.” Please explain
supplementally to the staff who this select gr oup of individuals will be , and if any of them
will be affiliates of  the Fund or the Adviser.  The st aff could have additional comments.
 Item 1. Business – The Diameter Platform  (Pages 6-8)   8. The first sentence of the first paragraph of th is section defines Diameter to mean Diameter
Capital Partners LP.  However, on Page 2 , you define Diameter to mean Diameter Capital
Partners LP and its subsidiaries and affiliated entities. Please reconcile this difference. Given the ambiguity in how the term “Diameter” is defined, the staff could have additional
comments about different parts of the disclosure  regarding what type of entity is providing
services and potential conflicts of interest.
 9. On Page 7 of this section, you state that Di ameter has $14.3 billion of assets under
management (AUM) “across these primary vehicles .”  Disclose whether Diameter refers to
Diameter Capital Partners LP or the broader de finition of Diameter Ca pital Partners LP and

Rajib Chanda, Esq.
January 12, 2024  Page 3
its subsidiaries and a ffiliated entities.  Explain supplementa lly to the staff whether Diameter
has other assets under management in “non-prima ry vehicles” and consid er adding disclosure
as to Diameter’s total AUM if it differs from the AUM in the primary vehicles.
 Item 1.  Business – The Adviser (Pages 7-8)   10. The third paragraph of this section on Page 7  details the Investment Committee of the
Adviser.  Please explain supplementally to the staff, and add disclosure of each member on
the Investment Committee, the name of the Diameter affiliate who employs them, and how the entity employing the Investment Committee me mber is affiliated to the Fund or the
Adviser.  Finally, explain to the staff, and add disclosure, if appropriate, whether these
individuals serve on the Investment Committee of other Diameter entities with similar investment objectives or that invest  in similar investments as the Fund.
 11. The first full paragraph on Page 8  refers to a Resource Sharing Agreement with Diameter.
Explain to us how the Resource Sharing Agreem ent operates and why it is not an advisory
contract within the meaning of the 1940 Act.

a) In your response, address: (i) specific servi ces Diameter and its employees will provide
on the Adviser’s behalf and why those serv ices do not amount to advisory services
provided to the Fund; (ii) the extent to  which theAdviser will depend on Diameter
personnel; (iii) whether Diameter personnel who provide investment a dvice with respect
to the Fund will be supervised persons of  theAdviser under Secti on 202(a)(25) of the
Advisers Act; (iv) whether and what fees ar e paid to Diameter and by whom and whether
or not they are paid pursuant to the Resour ce Sharing Agreement; (vi) whether Diameter
is considered a fiduciary with respect to th e Company; (vi) explain whether the personnel
being provided to the Fund are personnel of Diam eter or any of its affiliates and explain
how the entities are affiliated with Diameter and the Adviser and Fund ( i.e, controlled
subsidiaries, wholly or majority  owned), (vii) explain the regi stration status of each such
affiliate; and (viii) where the affiliate is domiciled.

b) Provide us with the Resource Sharing Agreement to review.
 Item 1. Business – Portfolio  Management (Page 8)
 12. The only paragraph in this sec tion details that portfolio ma nagement decisions regarding
industry and sector composition and position sizing will be made by the Co-CEOs in
consultation with the Managing Partners of Diameter. Expl ain how the Co-CEOs decision
making in this sentence is consistent with the powers of the Investment Committee described in the preceding paragraph.
 Item 1. Business – Administrator (Page 9)  13. The second paragraph of this sec tion discloses that the Administr ator can retain affiliates to
provide certain administrative services to the F und.  Explain supplementally to the staff what

Rajib Chanda, Esq.
January 12, 2024  Page 4
type of affiliates ( i.e., controlled affiliates or affiliated in some other way) may provide such
services and whether these affiliates will all be domiciled in the United States.
 Item 1. Business – Investme nt Strategy (Pages 9-10)
 14. The staff notes that the name of the Fund in cludes the term “credit.” Rule 35d-1 under the
Act requires a registered investment compa ny with a name suggesting that the company
focuses on a particular type of investment to invest at least 80% of its assets in the type of
investment suggested by its name. In light of  the Fund’s name, please clarify that the Fund
will invest at least 80% of its assets in credit investments, and disclose what the qualifies as a
credit investment ( e.g., debt). If preferred shares are to be included in the 80% policy ( see
Page 60  that discusses the risks of investments in  preferred shares), please define credit
securities to include preferred stock.
 15. In the second full paragraph on Page 10 , please define how you interpret “growth” or
“stable” industries.

16. The investment strategy and principal strategies appears to be broken up into sections entitled
“Investment Strategy ” (Pages 9-10) , “Targeted Portfolio Metrics” (Pages 10-11) ,
“Disciplined Investment Philosophy” (Page 12) , “Portfolio Structure” (Page 12)  and
“Investment Focus” (Page 13) which makes it difficult to understand the Fund’s investment
strategies.  Consider grouping and discussing the Fund’s investment objective and principal
strategies together rather th an separating them with other items in between that, although
relevant, do not discuss the Fund’s princi pal strategies and investments.

17. The third full paragraph on Page 10 states that the Fund could issue additional series of
preferred shares in the future.  Please explain to the staff supplementa lly how that statement
is consistent with the statement in the first sentence of the preceding paragraph that the Fund
may issue one class of shares se nior to the common shares.

18. In the last full paragraph on Page 10, you reference unitranche loans.  Please confirm if any
of the loans held by the Fund are uni-tranche loans ( i.e., co-lending arrangements). Last-out
lenders bear a greater risk in exchange for receiving a higher interest rate. Please provide
disclosure in the notes to the financial statements so that readers of the financial statements will understand the risks associated with thes e investments. With respect to co-lending
arrangements, please supplementally notify the staff of the following:

a) Whether the Fund has any specific acc ounting policies it applies to co-lending
arrangements;
b) How the valuation of these investments take s into account the payment prioritization /
payment waterfalls;
c) The impact of such arrangements on the calcula tion of interest income under the effective
interest method; and

Rajib Chanda, Esq.
January 12, 2024  Page 5
d) Whether any of the co-lenders under these arrangements are affiliates.

19. The first full paragraph on Page 11 states that the Fund seeks to achieve its investment
objective with “downside protection.”  Pleas e disclose the strategies on how the Fund
attempts to achieve downside protection.  There is significant risk disclosure later in the
Registration Statement that disc usses derivatives.  If the Fund anticipates using derivatives to
achieve this downside protection please disclose  how the Fund will use derivatives to achieve
downside protection.
 20. The first full paragraph on Page 11 also states that the Fund targ ets a diversified portfolio.
However, the Fund is classified as a non-diversified fund ( see, Page 42 ) that lists the non-
diversification status of the Fund).  Please  add disclosure here that the Fund is non-
diversified and the impact, and then state that the Fund will target a diversified portfolio.

21. The principal risks section does not include concentration risk but the Registration Statement
sometimes uses the word concentration in conn ection with the discussion of the Fund’s non-
diversified status.  Please confirm supplementa lly to the staff whether the Fund anticipates
concentrating in any industry or if  it reserves the right to so concentrate.  If it does, consider
adding disclosure in th e first full paragraph on Page 11 and appropriate risk disclosure.
 Item 1. The Business- The Pri vate Offering (Pages 14-15)
 22. The third paragraph of this sec tion includes in italics the statement that there could be severe
economic consequences to defa ulting shareholders. Please bold this sentence for added
emphasis and add a cross referenc e to the detailed discussion on Page 78 of the Registration
Statement.   Please disclose the potential consequences of an investor’s failure to meet Capital Commitments.
 23. The second full paragraph on  Page 15, states that a tender offer could be conducted at NAV
or other applicable measurement.   Please explain supplementally to the staff what other
applicable measurements could be.

24. The last paragraph on Page 15  states that the Fund will do a concurrent offering of Preferred
Shares to a “select group of individuals.”  Please advise staff supp lementally if these
individuals will be affilia ted with the Fund or Diameter.  if so consider adding disclosure that
the voting rights of these preferred shares w ith the interested trustee could mean that
affiliates of the Adviser would control the BDC.
 Item 1. The Business,  Advisory Agreement, Administration Agreement and Other
Agreements (Pages 17-24)  25. In the section entitled “ Incentive Fee” on Page 18,
please provide a graphical representation
of the income-related portion of any incentive fee.

Rajib Chanda, Esq.
January 12, 2024  Page 6  26. Please consider adding, after the section entitled Fee Waiver  on Page 20  (or another
appropriate place in this section), a fee table th at conforms to the requirements of Item 3.1 of
Form N-2.  Please also consider disclosing an expense example that conforms to the
requirements of Instruction 11 to Item 3.1 of Form N-2.
 27. The section entitled “ Administrative Agreement ” on Page 20  describes the administrative
services and common expenses to be allocated to the Fund.  Please disclose if there a limit on
the administrative fee payable by Fund sharehol ders and if there is no such limit, please
disclose that fact.

28. In the section entitled “Sub-Administration Agreement ” on Page  21, please confirm and
disclose if the Fund will be pa ying the sub-administration fees or if these fees are paid
directly from the administrator fees.

29. In the last full paragraph of the section entitled “ Expense Support and Conditional
Reimbursement Agreement” on Page 22 , please disclose that this is a royalty-free license
to conform to later disclosure.

30. The section entitled “ Payment of our Expenses ” on Pages 22-24 contains a comprehensive
list of expenses that the Fund will be respons ible for paying.  The se cond full paragraph of
this section contains a qualifier that the expenses “include but are not limited to” the
following comprehensive list.  Consider removi ng this qualifier or incl ude disclosure about
the other types of unlisted expenses that the Fund would be responsible for paying.

Item 1A. Risk Factors, Risk  Factor Summary (Pages 42-44)
 31. In the second bullet in section entitled “ Risks Related to our Business and Structure ” on Page
42, please add a cross reference to the section of  the Registration Statement that discusses the
power of the Board to change the Declara tion of Trust without shareholder approval.
 32. In the section entitled “ Risks Related to our Business and Structure ” on Page 42 , please add
a sentence to the second to the last bullet to the effect that these provisions do not apply to
claims under the federal securities laws.
 33. In the section entitled “ Risks Related to Ou