SecProbe.io

February 7, 2025
Gautam Nadella
Chief Executive Officer
EQT Private Equity Company LLC
1114 Avenue of the Americas, 45th Floor
New York, NY 10036
Re:EQT Private Equity Company LLC
Amendment No. 3 to Registration Statement on Form 10-12G
Filed January 22, 2025
File No. 000-56683
Dear Gautam Nadella:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to this
letter, we may have additional comments.
Amendment No. 3 to Registration Statement on Form 10-12G
General
Please expand on your analysis regarding your status as a special situation investment
company to provide a comprehensive legal analysis regarding whether you believe
that you are acquiring securities “primarily for the purpose of making a profit in the
sale of the controlled company’s securities” and to use your control to rehabilitate
businesses by management reforms to enhance their selling values. In your response,
please also:
Cite to any authority you rely on in determining that the concept of a special
situation investment company is limited only to (i) companies acquiring securities
for purposes of obtaining a quick profit in the sale of the controlled company’s
securities and (ii) those companies investing in publicly traded securities. In
addition, please provide a comprehensive legal analysis addressing your
determination that your anticipated three to five year holding period for most
portfolio companies does not meet such a “quick” standard. To the extent that •1.

February 7, 2025
Page 2
your position is based on no-action relief granted to issuers by the staff in the past,
please discuss the similarities and differences to your factual circumstances and
address specifically whether you can make all of the representations made by the
relevant issuer.
•Describe (i) how many portfolio companies you anticipate having at any one time,
(ii) under what circumstances you anticipate selling a portfolio company, and (iii)
whether you anticipate likely operating any portfolio companies indefinitely and,
if so, the circumstances in which you anticipate doing so.
•Address your purported primary business (of “exercising joint control over your
Control JVs…”) and your business description beginning at page 1 of Item 1 in
your filing, which does not appear to reference any line of business in which you
will sell goods or services. In this regard, your representations appear to imply
that you are engaged in the business of supplying managerial assistance that will
leverage the expertise of asset managers to achieve capital appreciation,
notwithstanding the fact that the Commission has previously stated that a “holding
company [in contrast to a special situation investment company] generally secures
control of other companies primarily for the purpose of engaging in the other
companies’ line of business.” See Certain Prima Facie Investment Companies,
Release No. IC-10937 (Nov. 13, 1979).
2.Please expand on your discussion of your directors, officers, and employees to
describe their expertise and discuss whether their expertise would tend to indicate that
your acquisitions of portfolio companies are made primarily for the purpose of
making a profit in the sale of the controlled companies securities. Please also discuss
whether the expertise of such directors, officers, and employees would tend to indicate
that you are “actively us[ing] [your] control to rehabilitate going businesses by
management reforms so as to enhance the selling values of the holdings.” Please also
address the approximate percentage of such persons’ time that will be devoted to
implementing management reforms versus time devoted to engaging in portfolio
companies’ lines of business.
3.You appear to take the position that income from the sale of a portfolio company’s
securities should be considered good income for you, assuming that it is passed to you
via a Control JV. To the extent that this accurately describes your position, please
discuss why the fact that income was earned in securities transactions—whether
passed through an intermediary or not—does not indicate that it should weigh in favor
of determining that you are an investment company in the Section 3(a)(1)(A) analysis.
In addition, please clarify which entities (e.g., Control JVs) are consolidated and,
therefore, considered in your Section 3(a)(1)(A) analysis of the company.
We note that, in response to our query regarding the form of ownership of your
underlying portfolio companies, you observed that “[t]he Company does not believe
that the application of the principles underlying the Howey test should have radically
different outcomes depending on the form of business entity used.” To restate the
staff’s question differently, please clarify whether you expect that the underlying
portfolio companies will be owned by Control JVs, directly and indirectly, exclusively
in the form of interests meeting the definition of a security under section 2(a)(36)
exclusively because they would be “investment contracts” (such that analysis under 4.

February 7, 2025
Page 3
Howey would be the appropriate mode of analysis).
5.We note your discussion of the Fifth Avenue  opinion and your suggestion that the
district court’s reading is “problematic” because “any issuer owning and holding
securities issued by a majority-owned subsidiary … would nonetheless be captured as
an investment company under 3(a)(1)(A).” It does not appear to the staff that the
district court’s reading would oblige such a result, given the facts and circumstances
nature of analysis under Section 3(a)(1)(A) (and 3(a)(1)(A)’s lack of a requirement for
unconsolidated analysis); assuming an issuer is a bona fide holding company
engaging in the business of its operating majority owned subsidiary, it would appear
that the majority owned subsidiary’s business—including, for example, its income,
assets, etc.—would be considered in evaluating the parent’s primary business.
Nevertheless, even to the extent one were to accept the view advanced in your
response, please discuss whether the fact that (i) you (and affiliates of any particular
Control JV) will be buying (and selling) securities on an ongoing basis and (ii) you
expect the majority of Control JVs to sell their interests in portfolio companies within
three to five years complicates any conclusion that a Control JV is merely “holding”
securities. In your response, please clarify at what level of activity you believe a
Control JV would be “investing” rather than “holding.”
Item 1. Business
The Manager, page 3
6.We note your response to prior comment 2. We further note that your revised
disclosure did not include any information regarding the manager's performance
history. Therefore, please revise to provide such disclosure.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Please contact Ben Phippen at 202-551-3697 or Cara Lubit at 202-551-5909 if you
have questions regarding comments on the financial statements and related matters. Please
contact Robert Arzonetti at 202-551-8819 or Tonya Aldave at 202-551-3601 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Mark Brod, Esq.