SecProbe.io

May 22, 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
Post-Effective Amendment No. 3 to
Registration Statement on Form 10-12G
Filed April 25, 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.
Post-Effective Amendment No. 3 to the Registration Statement on Form 10-12G
General
Your response letter indicates that you “respectfully disagree with the premise that the
Company will be ‘buying (and selling) securities on an ongoing basis,” while also
stating as follows: (i) “the Company intends to be a diversified holding company,” (ii)
“the Company is in the business of acquiring high quality portfolio companies with
the potential to continue to thrive over time,” and (iii) “the Company will exercise
control over its portfolio companies.” Your Investment Company Act status analysis
appears to disregard some of the Control JVs’ activities (because it does not plan to
consolidate the Control JVs with you under GAAP), despite the fact that you
represent yourself publicly and in your Investment Company Act status analysis as a
diversified holding company operating portfolio companies (which implies
consideration of the operation of portfolio companies undertaken by the Control JVs).
See generally Certain Prima Facie Investment Companies, Release No. IC-10937 1.

May 22, 2025
Page 2
(Nov. 13, 1979) (a “holding company generally secures control of other companies
primarily for the purpose of engaging in the other companies’ line of business”). We
have the following related comments:
•Please explain or resolve this apparent inconsistency.
•To the extent that you, for purposes of the Investment Company Act status
analysis, (i) view your primary business as limited to purchasing general
partnership interests in JVs, and (ii) consistently exclude all of the activities that
you cause Control JVs to undertake (including the Control JVs’ operation of
portfolio companies), please:
oReconcile this position with your responses that reference your acquisition
and control of portfolio companies and your disclosure in your Form 10,
which emphasizes that you are “a holding company that seeks to acquire,
own and control portfolio companies.”
oAddress whether you, by describing yourself as “diversified holding
company” that acquires portfolio companies, are holding yourself out in such
a way to oblige consideration of the buying and selling of the securities of
portfolio companies for purposes of your Investment Company Act status
analysis.
oReconcile this position with the Commission’s position, as expressed in
Tonopah, that consideration of an issuer’s primary business is “one of fact
[that] must be resolved by a review of the special circumstances applicable to
the particular case.” In this regard, we note that your business appears
inextricably linked with the ongoing buying and selling of the securities of
portfolio companies, as highlighted throughout your disclosure and in your
response letters—apparently indicating that these activities are material
circumstances to be evaluated under Tonopah.
•To the extent that your consideration of your primary business extends to the
operation of the Control JVs (and consistently includes all the activities that you
cause Control JVs to undertake in your Investment Company Act status analysis
(including their ongoing purchasing and selling of securities), please supplement
your responses, citing support for the position that you do not acquire securities
(except in connection with the maintenance of your liquidity portfolio), as
necessary, to appropriately account for the investing (and divestment) activity
effected by you through your JVs.
We note your expanded analysis regarding your status as “that type of investment
company known as a ‘special situation’ investment company, whose primary business
is to acquire securities for investment with a view to increasing their value and later
disposing of them at a profit,” United Stores Corp., 10 S.E.C. 1145 (1942), as well as
your analysis regarding whether you meet the definition of that concept. We have the
following related comments:
We reissue our prior comment 1 in part to request that you provide your
comprehensive legal analysis addressing whether you intend to cause Control JVs
to acquire securities “primarily for the purpose of making a profit in the sale of
their controlled companies’ securities” as described by the Commission in Certain •2.

May 22, 2025
Page 3
Prima Facie Investment Companies, Release No. IC-10937 (Nov. 13, 1979). In
this regard, we note that your description of yourself as “a holding company
conglomerate with the objective of generating attractive, risk-adjusted returns for
shareholders” does not appear to preclude a finding that you are purchasing
securities with a view to increasing their value and later disposing of them at a
profit.
•Please expand on your analysis of your status as a special situation investment
company by:
odescribing and discussing whether you will, at the time of a JV’s acquisition
of a portfolio company’s securities, generally expect that the JV will sell
those securities in the future. In this regard, we note that in Northeast Capital
Corp., 37 SEC 715 (1957), cited in your response at fn. 61, the applicant—in
addition to suggesting that it was not its present intention to liquidate its
investment—also noted that it did not “anticipate any future intention to
liquidate” its investment; and
odescribing and discussing the anticipated importance of investment and asset
management criteria to any portfolio company investment and divestment
decisions.
•Assuming that the special situation investment companies addressed in the
materials cited by you have “historically had the … salient characteristics”
described on page 5 of your response dated April 25, 2025 and the concept of a
special situation investment company is “as [you] understand it to be,” please
expand on your analysis to specifically:
odescribe in additional detail (i) what characterizes a target as having a
“temporary depressed valuation[]” as identified on page 5 of your response
dated April 25, 2025, (ii) whether and how that differs from the various other
references in your response to, for example, “companies facing difficulties,”
“distressed businesses,” and “distressed companies with depressed values,”
and (iii) the distinction between the “high quality” or “excellent, strong
performing” companies invested in by you and the “distressed companies
with depressed values” purportedly characteristic of investments by special
situation investment companies; and
odescribe in additional detail what characterizes a “quick” or “frequent” shift
in investments as identified on page 5 of your response dated April 25, 2025.
We note your response to prior comment 2 focused on expertise in “‘special
situations,’ or rehabilitating or reorganizing failing companies.” We reissue prior
comment 2, including its specific prompt to consider whether the expertise of
your directors, officers, and employees 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. In this regard, we note
that your disclosure appears to emphasize (i) the investment expertise of
your directors and officers, as well as (ii) the leveraging of a private equity firm’s
“expertise and platform,” including EQT’s “Active Ownership Model,” which
provides for, among other things, “value creation levers, such as revenue
enhancements, management changes, pricing, cost improvements and more •

May 22, 2025
Page 4
transformational levers such as strategic realignment and add-on acquisitions.”
Item 1. Business
The Manager, page 3
3.We note your response to prior comment 6 that you have not included the
performance history of the manager because your structure, strategy and fees are
fundamentally different from those of other EQT vehicles and other stated
reasons. Please supplementally provide us with copies of all written communications
or other sales literature that you, or anyone authorized to do so on your behalf, present
to potential investors.
            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.