SecProbe.io

CORRESP
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filename1.htm

Thomas S. Harman

Partner

+1.202.373.6725

thomas.harman@morganlewis.com

February 21, 2024

VIA E-mail

Christopher Bellacicco

Attorney Adviser

Division of Investment Management

100 F Street, NE

Washington, DC 20549

 Re: Pearl Diver Credit Company LLC

File Nos. 333-275147; 811-23912

Dear Mr. Bellacicco,

On behalf of our client, Pearl Diver Credit Company
LLC (the “Company” or “Registrant”), we are responding to staff comments we received via email on November 17,
2023 related to the Company’s registration statement on Form N-2 (the “Registration Statement”). The Registration Statement
was filed with the U.S. Securities and Exchange Commission (“SEC”) on October 24, 2023 for the purpose of registering the
Company as a closed-end management investment company under the Investment Company Act of 1940 (the “1940 Act”).

GENERAL

 1. Comment: Please tell us if you have presented any test-the-waters materials to potential investors in connection with this
offering. If so, we may request such materials.

Response: The Registrant has not presented any test-the-water
materials to potential investors.

 2. Comment: Please confirm that FINRA has reviewed the underwriting terms and arrangements of the offering and has no objections.

Response: The Registrant has not yet finalized its
underwriting arrangements, but confirms that it will obtain all required regulatory approvals prior to any offering of its securities.

PROSPECTUS

Page 1 – Introductory paragraph

 3. Comment: The staff notes that the Company’s name includes the term “Credit.” Please add disclosure reflecting
a policy to invest at least 80% of the Company’s net assets, plus borrowings for investment purposes, in credit investments.

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Response: The Registrant has added the
following disclosure reflecting its non-fundamental policy adopted pursuant to Rule 35d-1:

The Fund has adopted a non-fundamental
investment policy in accordance with Rule 35d-1 under the 1940 Act to invest, under normal circumstances, at least 80% of its net assets,
plus the amount of any borrowings for investment purposes, in credit instruments. The Company defines “credit instruments”
as financial instruments, the performance of which is derived from the performance of senior secured loans or pools thereof. Instruments
that the Company considers to be “credit instruments” include, but are not limited to, senior, mezzanine, and junior debt tranches
of CLOs, equity tranches of CLOs, and CLO warehouses.

 4. Comment: The strategy disclosure on page six states that the Company may employ leverage. Please add on this cover page a cross
reference to the Prospectus discussion regarding the risks associated with a leveraged capital structure. See Item 1.1.j of Form N-2 and
Guide 6 to Form N-2.

Response: The Registrant has added the cross reference
as requested.

Page 2 – Offering price table

 5. Comment: The offering price table does not appear to include a corresponding reference for footnote 3. Please include such
reference or remove this footnote, as appropriate.

Response: The Registrant has revised the offering
price table to ensure all footnotes include a corresponding reference.

Page 6 – Pearl Diver Credit Company Inc.

 6. Comment: The second paragraph in this section states:

We may also invest in other securities and instruments that
are related to these investments or that the Adviser believes are consistent with our investment objectives, including, among other
investments, senior debt tranches of CLOs and CLO Warehouse first loss investments. The amount that we will invest in other securities
and instruments will vary from time to time and, as such, may constitute a material part of our portfolio on any given date, based on
the Adviser’s assessment of prevailing market conditions (emphasis added).

To the extent that such “other securities” may
constitute a material part of the Company’s portfolio, please specify what such other investments may entail, beyond senior debt
tranches of CLOs and CLO Warehouse first loss investments.

Response: The Registrant does not currently anticipate
investing a material portion of its assets in “other investments” and, accordingly, has removed such reference.

Page 7 – Pearl Diver Credit Company Inc.

 7. Comment: The second paragraph on this page states that the Company “may acquire . . . positions of CLO debt in both the
primary and secondary markets.”

Please insert the word “junior” between “CLO”
and “debt” to be consistent with the disclosure on page 59 of the Prospectus.

Response: The Registrant has revised the disclosure
as requested.

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Page 18 – Interest Rate Risk

 8. Comment: This risk states that “interest rates in the United States are near historic lows.” Please revise this
statement, as it no longer appears to be accurate. Note that similar disclosure about a low interest rate environment appears in the final
paragraph on page 46.

Response: The disclosure relating to interest rates
has been revised to reflect the current interest rate environment.

Page 20 – SUMMARY OF OFFERING

 9. Comment: Please include in the synopsis a summary of the plan of distribution for the Company’s securities. See Guide
7 to Form N-2.

Response: The Registrant will include a summary of
the plan of distribution in a subsequent pre-effective amendment to be filed after execution of the underwriting agreement.

Page 21 – Distributions

 10. Comment: The final sentence on this page repeats the third sentence of the preceding paragraph. Please consider deleting it.

Response: The Registrant has removed the disclosure
as requested.

Page 24 – FEES AND EXPENSES

 11. Comment: The second paragraph on page 15 states that the Company may issue preferred stock or debt securities within the first
twelve months following the completion of the offering. Please explain whether the costs associated with such offerings are reflected
in the fee table.

Response: The Registrant cannot, at this point, with
any reasonable degree of certainty, ascertain the costs associated with a future issuance of preferred stock or debt securities. Accordingly,
the fee table does not currently reflect such costs. However, prior to issuing any such preferred stock of debt securities, the Registrant
will file an appropriate prospectus supplement.

 12. Comment: Please revise the “Incentive fee” line item in the fees and expenses table to reflect zero for this first
year.

Response: The Registrant is expecting to
perform above the hurdle and therefore an incentive fee will likely be generated. As the Registrant is unaware of any regulatory
prohibition against collecting such an incentive fee, the Registrant respectfully declines to make the requested change. However, as
stated in the Prospectus, no incentive fee is payable to the Adviser on capital gains, whether realized or unrealized.

 13. Comment: Footnote 2 to the fees and expenses table refers to an “Expense Limitation Agreement” in which the Adviser
or its affiliates will pay the Company’s organizational costs in connection with its initial public offering. Please file this agreement
as exhibit, as it is a material contract into which the Company has entered. See Item 25.2.k of Form N-2.

Response: The referenced disclosure has been revised
to remove reference to an expense limitation agreement.

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Page 27 – Our investments in CLO securities
and other structured finance securities involve certain risks.

 14. Comment: The term “Investor” is capitalized throughout this section. If the term has a specific meaning in this
section that differs from the rest of the Prospectus, please define the term. Otherwise, please use lower case letters, as appropriate.

Response: The Registrant has revised its usage of
“investor” to use lower case letters.

Page 29 – Our investments in CLOs and other investment
vehicles result in additional expenses to us.

 15. Comment: The first sentence in this section states that “We invest in CLO securities to the extent we so invest, will
bear our ratable share of a CLO’s expenses . . . .” Please revise this sentence, as it is confusing as written.

Response: The Registrant has revised the sentence
as follows:

We invest in CLO securities to the extent we so invest,
To the extent that we invest in CLO securities, we will bear our ratable share of a CLO’s expenses, including management
and performance fees.

Page 31 – We may be subject
to risks associated with any wholly-owned subsidiaries; Page 35 – We may leverage our portfolio . . . .

 16. Comment: The disclosure on page 31 notes that the Company may, in the future, invest through wholly-owned subsidiaries.
                                                                Relatedly, disclosure on page 35 states that the Company may incur leverage “through one or more special purpose
                                                                vehicles” (“SPVs”). Please disclose whether the Company will primarily control unregistered entities, such as SPVs
                                                                or any other subsidiaries, in addition to those that it wholly owns. Note that the Company “primarily controls” an
                                                                unregistered entity when (1) the Company controls the unregistered entity within the meaning of Section 2(a)(9) of the 1940 Act; and
                                                                (2) the Company’s control of the unregistered entity is greater than that of any other person. For any SPVs or subsidiaries
                                                                that the Company will primarily control, including any wholly-owned subsidiaries, and that engage primarily in investment activities
                                                                in securities or other assets:

 a. Disclose that the Company will comply with the provisions of the 1940 Act governing investment policies
(Section 8) on an aggregate basis with such subsidiaries and SPVs.

 b. Disclose that the Company will comply with the provisions of the 1940 Act governing capital structure
and leverage (Section 18) on an aggregate basis with such subsidiaries and SPVs so that the Company will treats the subsidiaries’
and SPVs’ debt as its own for purposes of Section 18.

 c. Disclose that any investment adviser to such subsidiaries or SPVs will comply with the provisions of the 1940 Act relating to investment
advisory contracts (Section 15) as if it were an investment adviser to the Company under Section 2(a)(20) of the 1940 Act. Any investment
advisory agreement between such subsidiaries or SPVs and their investment adviser is a material contract that should be included as an
exhibit to the registration statement. If the same person is the adviser to both the Company and subsidiary or SPV, then, for purposes
of complying with Section 15(c), the reviews of the Company’s and the subsidiary’s or SPV’s investment advisory agreements
may be combined.

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 d. Disclose that each such subsidiary and/or SPV will comply with the provisions relating to affiliated
transactions and custody (Section 17). Identify the custodian of the subsidiaries and SPVs, if any.

 e. Disclose any of the subsidiaries’ or SPVs’ principal investment strategies or principal
risks that constitute principal investment strategies or risks of the Company. The principal investment strategies and principal risk
disclosures of a company that invests in such a subsidiary or SPV should reflect aggregate operations of the company and the subsidiary
or SPV.

 f. Explain in correspondence whether the financial statements of such subsidiaries or SPVs will be consolidated
with those of the Company. If not, please explain why not.

 g. Confirm in correspondence that such subsidiaries and SPVs and their board of directors will agree to
inspection by the staff of the subsidiary’s or SPV’s books and records, which will be maintained in accordance with Section
31 of the 1940 Act and the rules thereunder.

 h. With respect to any wholly-owned subsidiaries, please confirm that the subsidiary’s management
fee (including any performance fee), if any, will be included in “Management Fees,” and the wholly-owned subsidiary’s
expenses will be included in “Other Expenses” in the Company’s fee and expenses table.

Response: The Registrant does not currently anticipate
that it will make use of wholly-owned subsidiaries or SPVs, however, it may elect to do so in the future. In the event that the Registrant
does use a wholly-owned subsidiary or an SPV, the Registrant confirms that, in doing so, it will comply with the applicable provisions
of the 1940 Act and disclosure requests raised in items (a) – (h) above.

Page 49 – We may have difficulty paying our
required distributions if we recognize income before or without receiving cash representing such income.

 17. Comment: The disclosure in this section refers to original issue discount (“OID”) and payment-in-kind (“PIK”)
securities. Please disclose in an appropriate location the additional risks presented by investments in such securities, including that:

 a. the interest rates on PIK loans are higher to reflect the time-value of money on deferred interest payments
and the higher credit risk of borrowers who may need to defer interest payments;

 b. market prices of OID instruments are more volatile because they are affected to a greater extent by
interest rate changes than instruments that pay interest periodically in cash; and

 c. PIK instruments may have unreliable valuations because the accruals require judgments about ultimate
collectability of the deferred payments and the value of the associated collateral.

Response: The Registrant does not anticipate
investing a material portion of its assets in OID or PIK securities. Accordingly, the Registrant has removed references to OID and PIK
securities from the disclosure.

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Page 56 – Our bylaws provide that derivative actions
brought in our name . . . .

 18. Comment: The disclosure in this section states that the sole and exclusive forum for certain claims “shall be the Court
of Chancery or the United States District Court for the District of Delaware.” However, it is unclear as to which cases must be
brought in which court. Please revise the disclosure here so that it tracks the bylaws and the disclosure on page 103, each of which states
that certain claims “must be brought in the Court of Chancery, or, if that Court does not have jurisdiction, the United States District
Court for the District of Delaware.”

Response: The Registrant has revised the disclosure
as requested.

 19. Comment: The final sentence of the first paragraph of this section states that “Our bylaws also provide that any claims,
suits, actions, or proceedings arising under the federal securities laws shall be exclusively brought in the federal district courts of
the United States of America.”

 a. The Company’s bylaws do not appear to contain such a provision. To the extent the Company plans
to include such a provision, please revise the bylaws accordingly. Note that similar disclosure appears on page 103.

 b. Please also disclose in the Prospectus that there is a question regarding the enforceability of this
provision because the 1933 Act and 1940 Act each permit shareholders to bring claims arising from these Acts in both state and federal
court.

Response: The referenced sentence has been removed
from the disclosure.

Page 67 – The Adviser

 20. Comment: Please provide a basis for an investor to assess the expertise and experience of the Adviser and portfolio managers
with respect to the foreign markets in which the Company will invest. See Guide 9 to Form N-2.

Response: In executing its principal investment strategy,
the Company will invest primarily in CLO securities. The Prospectus provides a detailed discussion of the Adviser’s and each portfolio
manager’s expert