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CORRESP

 Simpson Thacher & Bartlett LLP

425 LEXINGTON AVENUE

NEW YORK, NY 10017-3954

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 VIA EDGAR

April 25, 2025

Re:
 EQT Private Equity Company LLC

 
 Post-Effective Amendment No. 2 to Registration Statement on Form
10-12G

 
 Filed January 22, 2025

 
 File No. 000-56683

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Ladies and Gentlemen:

 On behalf of EQT Private
Equity Company LLC (the “Company”), we are concurrently filing with the Securities and Exchange Commission (the “SEC” or the “Commission”), a post-effective amendment (“Post-Effective Amendment No. 3”) to
the above-referenced registration statement on Form 10-12G (the “Registration Statement”) originally filed with the Commission on August 30, 2024. The Company has revised the Registration
Statement in response to the comment letter from the staff (the “Staff”) of the Commission’s Division of Corporation Finance, dated February 7, 2025 (the “Comment Letter”), relating to the Registration Statement and to
reflect certain other changes.

 In addition, we are providing the following responses to the Comment Letter. To assist your review, we
have retyped the text of the Staff’s comments in italics below. Page references in the text of this letter correspond to the pages of Post-Effective Amendment No. 3. Unless otherwise defined below, terms defined in Post-Effective Amendment
No. 3 and used below shall have the meanings given to them in Post-Effective Amendment No. 3. The responses and information described below are based upon information provided to us by the Company.

General

1.
 Comment: 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.

Securities and Exchange Commission

2

April 25, 2025

  

 Response:

The Company, when operational, is intended to operate as a holding company conglomerate with the objective of generating attractive, risk-adjusted returns for
shareholders and achieving medium-to-long-term capital appreciation. The Company will primarily seek to achieve that objective by owning, controlling, and managing joint
ventures (“JVs”) in which the Company will generally participate as a general partner, and those JVs in turn will acquire, hold, and manage individual portfolio companies.1 The Company
broadly categorizes its JVs into “Control JVs” and “Non-Control JVs” based on the relative degree of control held by each JV over its respective portfolio company. Control JVs will range
from owning 100% of the outstanding voting interests of their portfolio company to instances where the Control JV is the primary controller of the portfolio company while owning less than a majority of the outstanding voting interests (but still
more than 25%).

 For the reasons discussed in our prior responses, the Company’s intended operations mean that the Company is not now and will not
become an investment company as that term is defined under the Investment Company Act,2 because the Company will not be captured by the tests under Section 3(a)(1)(A) or
Section 3(a)(1)(C).3 Under the Tonopah Factors,4 as discussed at length in our October 25th Letter and our December 16th Letter, the question at issue under Section 3(a)(1)(A) is whether the issuer is or proposes to be primarily
engaged in the business of “investing, reinvesting or trading in securities” as understood by investors.5 The Company’s business is focused on its Control JVs and the
Company’s general partner interests in its Control JVs are not securities.6 The Company’s intention is that its interests in its Control JVs will represent a substantial majority of the
Company’s assets by value and income.

 Similarly, the Company’s assets will not include more than 40% “investment securities,” as that
term is used under Section 3(a)(1)(C), because: (1) the Company’s interests in its Control JVs are not securities and therefore also cannot be “investment securities,” as defined in Section 3(a)(2); and (2) even
if, arguendo, the Company’s interests in its Control JVs were deemed securities, such

1
 See generally our prior response dated October 25, 2024 (our “October 25th Letter”) and our prior response dated December 16, 2024 (our “December 16th Letter”).

2
 Unless otherwise stated, all references to sections or rules herein refer to those sections or rules as
promulgated under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

3
 Section 3(a)(1)(A) defines an investment company to be an issuer that “is or holds itself out as
being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting, or trading in securities.”

 
 Section 3(a)(1)(C) defines an investment company to be an issuer which “is engaged or proposes to
engage in the business of investing, reinvesting, owning, holding, or trading in securities, and owns or proposes to acquire investment securities having a value exceeding 40 per centum of the value of such issuer’s total assets (exclusive of
Government securities and cash items) on an unconsolidated basis.”

 
 A third prima facie definitional category is also included under Section 3(a)(1)(B). However, this
provision relates to issuing face-amount certificates of the installment type and is not relevant to the Company’s intended operations.

4
 Tonopah Mining Co., 26 S.E.C. 426, 427-28 (1947).

5
 SEC v. Nat’l Presto Indus., 486 F.3d 305, 313 (7th Cir. 2007).

6
 See generally our October 25th Letter and our
December 16th Letter for longer form explanations of these points.

Securities and Exchange Commission

3

April 25, 2025

  

 interests would still be excluded from the definition of “investment securities” because the Control
JVs would be majority-owned subsidiaries of the Company that are not themselves investment companies, and therefore any interests would be “securities” issued by a majority-owned subsidiary of the Company that is itself not an investment
company.7

 We also believe that the Company is not a special situation investment company, as that
term has been historically used, for the reasons we discuss in detail below. As a threshold matter, however, we note that there is considerable uncertainly around the types of entities intended to be captured within the scope of the term
“special situation investment company.”8 In particular, we note that because the term originated and has been primarily used in the context of preventing prima facie investment
companies from making use of certain exemptions from the definition of an investment company under Section 3(a)(1)(C), it is unclear how much the term “special situation investment company” means in the context of an issuer that does
not need to rely on any such exemptions. For example, Section 3(b)(2) and Rule 3a-1 under the Investment Company Act provide exemptions from Section 3(a)(1)(C) for holding companies engaged in a non-investment company business [directly or] “through” majority-owned or controlled subsidiaries.9 The Commission has explained that special situation
investment companies cannot rely on Section 3(b)(2) or Rule 3a-1 because they do not primarily engage in business activities “through” their acquired subsidiaries.10 We are aware of no instances where the Commission or a court has ever found that an issuer was a special situation investment company where that issuer was not also a prima facie investment
company at the point of the determination.11

7
 Id.

8
 As one current treatise has put it, “[m]ost of the SEC’s pronouncements on ‘special situation
companies’ are decades old. Also, it is not entirely unfair to describe those pronouncements as applying an ‘I know it when I see it’ approach to the application of [the special situation investment company test]. How else can one
explain the impunity with which modern holding companies constantly evaluate whether to hold or sell particular subsidiaries and redeploy their assets. Moreover, a holding company will not infrequently sell shares of a subsidiary to the public with
the expectation that the public market valuation of the subsidiary’s shares will result, indirectly, in an increased valuation of the holding company’s shares. Nonetheless, it is unlikely that a highly diversified corporate conglomerate
would be viewed as an investment company even though it might share many of the characteristics described in the SEC’s pronouncements on ‘special situation companies.’” Law Journal Press, Private Equity Funds: Business Structure
and Operations § 8.03 Investment Company Act.

9
 In contrast to Section 3(b)(2) and the exemptive rules that flow from it (such as Rule 3a-1 and Rule 3a-8), Section 3(a)(1) does not include an express statutory requirement that a holding company must be engaged in a
non-investment company business “through” its subsidiaries. See Certain Prima Facie Investment Companies, Release No. IC-10937 (Nov. 13, 1979)
(hereinafter “Rule 3a-1 Proposing Release”) (“It should be noted that [Section 3(a)(1)] does not require [determining whether a parent’s subsidiaries are conducting a similar business to
the parent] regarding majority-owned subsidiaries — apparently inferring that a company actually does business ‘through’ any company of which it is majority-owner.”).

10
 See Rule 3a-1 Proposing Release at n.28 (“[s]pecial
situation investment companies are companies which secure control of other companies primarily for the purpose of making a profit in the sale of the controlled company’s securities. In contrast, a holding company generally secures control of
other companies primarily for the purpose of engaging in the other companies’ line of business. For a holding company to be excluded by section 3(b)(1) or 3(b)(2) from the [Investment Company Act’s] definition of investment company; it
must both control the companies it claims to do business through and actively exercise that control, i.e., it must engage in the non-investment company business “through” the controlled or
subsidiary companies.”) (footnote text included).

11
 See, e.g., Bankers Securities Corp., 15 S.E.C. 695 (1944), aff’d 146 F.2d 88 (3d Cir.
1944), the Commission rejected a 3(b)(2) application on the basis that the applicant was a special situation investment company. The majority of the issuer’s assets consisted of non-majority-owned
subsidiaries. As far as we are aware, this is the only time that a 3(b)(2) application was denied because an issuer was deemed to be a special situation investment company, and it is also the only time that the Commission’s denial of a 3(b)(2)
order has been appealed to Court of Appeals.

 
 We are aware of three other issuers that have been identified as special situation investment companies by the
Study (as defined below), the legislative record, or by their own admission: Atlas Corporation, discussed infra at note 24 and the accompanying text; Phoenix Securities Corporation, discussed infra at note 26 and the accompanying text;
and Amoskeag Company, discussed infra at note 62 and the accompanying text.

 
 When all four of these issuers were deemed a special situation investment company, each of them had more than
40% of their assets in non-majority-owned subsidiaries. All four these issuers were discussed in the Study, and the Study specifically excluded all companies where more than 50% of their assets were invested
in majority-owned subsidiaries. See note 22 below.

Securities and Exchange Commission

4

April 25, 2025

  

 Notwithstanding the uncertainty around the scope of the term special situation investment company described in
the forgoing paragraphs, we believe the Company should not be captured by that term as it has been historically used and understood. Below, we address our understanding of the term “special situation investment company” and why we believe
the Company would not be captured.

 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 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;

 Response:

We respectfully disagree with your characterization of our prior response. Our prior response did not claim that the definition of special situation investment
company is limited “only” to companies evidencing any specific factor as you have suggested. Rather, we stated that:

“[t]he few companies over the last several decades that have been characterized by the Commission or the
Staff as special situation investment companies or have been found in judicial proceedings to fall within the reach of this concept are those that, as part of their history and stated business purpose, engaged in a pattern of acquiring large or
controlling blocks of publicly listed securities that operated in a diverse range of industries, attempted to control or to exert a controlling influence over these companies, and then disposed of acquired share positions for a quick profit once the
acquired shares started to trade at higher values.”12

12
 See December 16th Letter.

Securities and Exchange Commission

5

April 25, 2025

  

 This was meant as a factual statement about the limited number of special situation investment companies that
have been identified by the Commission or Courts and the patterns they generally follow.13 We did not intend these statements to be taken as a bright line pronouncement.

You have asked that we provide a “comprehensive legal analysis” and that we “cite to any authority [we] rely on in determining that the concept
of a special situation investment company” is as we understand it to be. Based on our analysis of historical usage of the term “special situation investment company” dating back to the four-part report detailing the study performed by
the SEC that prompted the creation of the Investment Company Act (the “Study”),14 we believe a special situation investment company has historically had the following salient
characteristics:

I.
 A special situation investment company demonstrates a focus on making controlling investments into portfolio
companies with temporary depressed valuations (i.e., “special situations”) with the intention of rehabilitating the “special situation” and selling them for profit.15

II.
 A special situation investment company follows a pattern of quickly shifting from one investment to another
because once the “special situation” is resolved, greater profits are apparent elsewhere (i.e., where other unresolved “special situations” exist), demonstrating that the acquisition of control was incident to resolving
the “special situation” for profit on the sale of the controlled company’s securities, rather than control being the primary purpose of the acquisition of the portfolio company.16

13
 See note 11, supra.

14
 See, e.g., SEC, Report on the Study of Investment Trusts and Investment Companies, Part One, H.R. Do