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CORRESP
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CORRESP

 Simpson Thacher & Bartlett LLP

900 G STREET, NW

WASHINGTON, D.C. 20001

TELEPHONE: +1-202-636-5500

FACSIMILE: +1-202-636-5502

 Direct Dial Number

 (202) 636-5592

 E-mail Address

steven.grigoriou@stblaw.com

 February 7, 2024

 VIA
EDGAR

 Eileen Smiley

 U.S. Securities and Exchange
Commission

 Division of Investment Management

 100 F Street,
N.E.

 Washington, D.C. 20549

Re:
 Diameter Credit Company

 
 Registration Statement on Form 10

 
 File No. 000-56624

 Dear Ms. Smiley:

On behalf of Diameter Credit Company (the “Fund”), we transmit for filing the Fund’s responses to comments received from you
(the “Staff”) of the Securities and Exchange Commission (the “Commission”) on January 12, 2024 relating to the above-referenced registration statement on Form 10, originally filed with the Commission on December 15,
2023 (the “Registration Statement”), voluntarily registering common shares of beneficial interest under Section 12(g) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), through the Commission’s
electronic data gathering, analysis and retrieval (“EDGAR”) system.

 For convenience of reference, the comments of the Staff
have been reproduced herein. We have discussed the Staff’s comments with representatives of the Fund. The Fund’s responses to the Staff’s comments are set out immediately under the reproduced comment. Please note that all page numbers
in the Fund’s responses are references to the page numbers of the Registration Statement. All capitalized terms used but not defined in this letter have the meanings given to them in the Registration Statement.

 February 7, 2024

 REGISTRATION STATEMENT

Explanatory Note (Page 2)

1.
 The first sentence of the first paragraph states that the Fund filed the registration statement to permit it
to elect to be regulated as a BDC under the Investment Company Act of 1940 (“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 reflect that this election has
already been made.

 Response: The Fund has made the requested revision to its disclosure.

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.

 Response: The Fund has made the requested
revision to its disclosure.

3.
 Please also consider disclosing these bulleted risk factors on Pages
2-3 immediately above the signature line in the Fund’s subscription agreement.

Response: The Fund respectfully declines to make the requested change to the subscription agreement to remain consistent with
subscription agreements of similarly situated BDCs, and to ensure consistency among subscription agreements that have already been executed and accepted by the Fund with future subscription agreements.

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.

 Response: The Fund has made the requested addition to its disclosure.

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 Securities Act of 1933, which preclude civil liability for certain forward-looking statements, do not apply to the
forward looking statements in this Registration Statement because we are an investment company.”

Response: The Fund has made the requested addition to its disclosure.

 February 7, 2024

 Item 1. BUSINESS – The Fund (Page 6)

6.
 The first sentence of paragraph 3 of this section is missing a word. Add the word “that” before
the phrase “refers to companies” with certain EBITDA and briefly define what EBITDA means.

Response: The Fund has revised the disclosure to clarify the first sentence of paragraph 3 of this section and to define EBITDA as
follows:

 Our core focus
is on “middle market” companies, which refers to companies with annual earnings before interest, taxes, depreciation, and amortization
(“EBITDA”) between $25 million and $125 million. We refer to companies with annual EBITDA equal to or greater than approximately $125 million as “upper middle-market companies”.

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 group of individual investors.” Please explain supplementally to the staff who this select group of individuals will be, and if any of them will be affiliates of the Fund or the Adviser. The staff could have
additional comments.

 Response: “[S]elect group of individual investors” refers to 500 individual
investors who qualify as “accredited investors” as defined in Regulation D of the Securities Act. The “select group of individual investors” are not affiliates of the Fund or the Adviser. The reference to the investors being a
“select group” was not meant to infer any special status other than that they were accredited investors. Accordingly, the Fund has deleted the reference to a “select group” and has clarified that these are unaffiliated
individuals.

 Item. 1. Business—The Diameter Platform (pages 6-8)

8.
 The first sentence of the first paragraph of this 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.

Response: The Fund has revised its disclosure to clarify that “Diameter Capital Partners” refers to Diameter Capital Partners
LP and “Diameter” refers collectively to Diameter Capital Partners LP and its subsidiaries and affiliated entities. The Fund has also revised references to “Diameter” throughout the Registration Statement to clarify when it is
referring to Diameter Capital Partners LP and when it is referring to Diameter Capital Partners LP and its subsidiaries and affiliated entities.

 February 7, 2024

9.
 On Page 7 of this section, you state that Diameter 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 definition of Diameter Capital Partners LP and its subsidiaries and affiliated entities. Explain supplementally to the staff
whether Diameter has other assets under management in “non-primary vehicles” and consider adding disclosure as to Diameter’s total AUM if it differs from the AUM in the primary vehicles.

 Response: As noted above, the Fund has revised its disclosure to clarify that “Diameter Capital
Partners” refers to Diameter Capital Partners LP and “Diameter” refers collectively to Diameter Capital Partners LP and its subsidiaries and affiliated entities. The AUM refers to AUM of Diameter. The Fund has revised the referenced
disclosure to clarify this.

 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 member 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.

 Response: The Fund’s Investment Committee is made up of four permanent members: Scott Goodwin, Managing
Partner of Diameter Capital Partners; Jonathan Lewinsohn, Managing Partner of Diameter Capital Partners; Joseph Carvalho, Co-Chief Executive Officer of the Fund and
Co-Head of the Adviser; and Ben Pasternack, Co-Chief Executive Officer of the Fund and Co-Head of the Adviser. The Investment
Committee also includes at least four other senior members of Diameter’s investment team. The members of the Investment Committee (other than the individuals referenced above) may change from time to time. However, the named Investment
Committee members are primarily responsible for the day-to-day managed of the Fund’s portfolio. The Fund has added the requested clarifying disclosure.

Diameter Capital Partners employs Messrs. Carvalho, Pasternack, Goodwin and Lewinsohn, and is the indirect, sole owner of the Adviser.

Members of the Investment Committee also serve in a similar capacity for other Diameter funds, but there are at present no other affiliated
Diameter controlled funds with similar investment objectives and strategies as the Fund; however, certain of Diameter’s funds may co-invest with the Fund from time to time if Diameter is granted co-investment exemptive relief. For a discussion of the co-investment exemptive relief, see “Item 1. Business—Diameter’s Private Credit Platform and
Allocation of Investment Opportunities” in the Fund’s Registration Statement.

 February 7, 2024

11.
 The first full paragraph on Page 8 refers to a Resource Sharing Agreement with Diameter. Explain to us how
the Resource Sharing Agreement operates and why it is not an advisory contract within the meaning of the 1940 Act.

Response: The Adviser serves as the sole investment adviser to the Fund. Diameter Capital Partners has not and will not enter into an
investment advisory agreement with the Fund. Rather, pursuant to the Resource Sharing Agreement, Diameter Capital Partners provides the Adviser with investment professionals and access to its resources. Pursuant to the Resource Sharing Agreement,
Diameter Capital Partners provides resources and services to the Adviser only and does not provide services of any kind to the Fund (including any advisory services) and does not receive any compensation from the Fund. In addition, all personnel of
Diameter Capital Partners are subject to the supervision of and will operate through the Adviser with respect to the Fund. As such, the Resource Sharing Agreement does not amount to an advisory contract under the 1940 Act. In addition, we note the
following:

•

 The Adviser is currently wholly owned by Diameter Capital Partners, and Diameter Capital Partners expects, at all
times, to retain control of the Adviser.

•

 As noted above, pursuant to the Resource Sharing Agreement, Diameter Capital Partners will provide the Adviser
with certain experienced investment professionals and access to the resources of Diameter Capital Partners so as to enable the Adviser to fulfill its obligations under the Advisory Agreement.

•

 The Adviser will depend on Diameter Capital Partners to provide the employees that will pursue the investment
strategy of the Fund.

•

 Any employee of Diameter Capital Partners who provides investment advice with respect to the Fund through the
Resource Sharing Agreement will be a supervised person of the Adviser under Section 202(a)(25) of the Investment Advisers Act of 1940, as amended (the “Advisers Act”).

•

 Diameter Capital Partners will not receive any advisory fees from the Fund.

a.
 In your response, address:

i.
 specific services Diameter and its employees will provide on the Adviser’s behalf and why those
services do not amount to advisory services provided to the Fund;

 February 7, 2024

 Response: Certain designed persons employed by Diameter Capital Partners (each, a
“Shared Employee”) are made available by Diameter Capital Partners to provide advisory services to the Adviser (and indirectly, to the Fund) with respect to the origination, purchase, sale and holding of loans, securities and other
financial instruments. However, the Shared Employees provide these services under the supervision of the Adviser, pursuant to the Adviser’s Advisory Agreement with the Fund. Further, the Shared Employees who provide these services are subject
to the oversight of and control of the Adviser, and the services are provided exclusively in that person’s capacity as a supervised person of the Adviser. Further, Diameter Capital Partners is obligated to cooperate with the Adviser’s
supervisory efforts under the Resource Sharing Agreement, and to make periodic reports to the Adviser regarding the adherence of Shared Employees to applicable law.

The Resource Sharing Agreement also lays out specific requirements incumbent upon each Shared Employee who provides any such advisory service,
including that each such employee: be subject to the supervision and oversight of the Adviser’s officers and directors (including its Chief Compliance Officer); take actions only as approved by the Adviser and shall not have any discretionary
authority over accounts (unless authorized by the Adviser); take reasonable steps to assure that communications with the Fund reflect the Shared Employee’s status as a supervised person of the Adviser; and at all times comply with fiduciary
duties owed to the Fund by the Adviser.

ii.
 the extent to which the Adviser will depend on Diameter personnel;

Response: As described above, the Adviser will rely on certain Shared Employees to assist it in discharging its duties under the
Advisory Agreement with the Fund. These Shared Employees will be subject to the oversight, control, and supervision of the Adviser as if they were employees of the Adviser.

iii.
 whether Diameter personnel who provide investment advice with respect to the Fund will be supervised persons
of the Adviser under Section 202(a)(25) of the Advisers Act;

 Response: Pursuant to the Resource Sharing
Agreement, to the extent that a Shared Employee participates in the rendering of advisory services to the Fund, the Shared Employee shall be subject to the oversight and control of the Adviser, and such Advisory Services shall be provided to the
Adviser or the Fund by such Shared Employee exclusively in his or her capacity as a supervised person of the Adviser.

iv.
 whether and what fees are paid to Diameter and by whom and whether or not they are paid pursuant to the
Resource Sharing Agreement;

 February 7, 2024

 Response: No fees are paid pursuant to the Resource Sharing Agreement.

v.
 whether Diameter is considered a fiduciary with respect to the Company;

Response: Diameter Capital Partners is not itself a fiduciary with respect to the Fund. However, under the terms of the Resource
Sharing Agreement, each Shared Employee providing advisory services is required to act at all times in a manner consistent with the fiduciary duties owed to the Fund.

vi.
 explain whether the personnel being provided to the Fund are personnel of Diameter 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),

Response: Shared Employee are employees of Diameter Capital Partners, which is the indirect, sole owner of the Adviser.

vii.
 explain the registration status of each such affiliate; and

Response: As noted above, both Diameter Capital Partners and the Adviser are investment advisers registered under the Advisers Act.

viii.
 where the affiliate is domiciled.

Response: Diameter Capital Partners is a Delaware limited partnership and the Adviser is a Delaware limited liability company.

b.
 Provide us with the Resource Sharing Agreement to review.

Response: We will provide a copy of the Resou