Fidelity Private Credit Co II Files D, Citing 3(c)(7) Exemption

TL;DR

**Fidelity Private Credit Co II is raising private capital under a 3(c)(7) exemption, meaning it's for qualified purchasers only.**

AI Summary

Fidelity Private Credit Co II LLC, a Delaware-incorporated entity, filed a Form D on March 24, 2026, indicating an exempt offering of securities. This filing specifically notes the company's reliance on Section 3(c)(7) of the Investment Company Act, which allows certain private investment companies to avoid registration if their investors are "qualified purchasers." For investors, this means the company is likely raising capital from a select group of wealthy individuals or institutions, rather than the general public, which can imply a higher-risk, less-regulated investment vehicle.

Why It Matters

This filing signals Fidelity Private Credit Co II LLC is raising capital privately, targeting sophisticated investors, which means less public disclosure and potentially higher risk for those involved.

Risk Assessment

Risk Level: medium — The 3(c)(7) exemption indicates a private offering to qualified purchasers, which typically involves less regulatory oversight and higher inherent risks compared to publicly offered securities.

Analyst Insight

Investors should recognize that a 3(c)(7) exemption means this offering is not available to the general public and is designed for "qualified purchasers," implying a higher-risk, less-regulated investment structure. Public investors cannot directly invest in this offering.

Key Players & Entities

• Fidelity Private Credit Co II LLC (company) — the filer of the Form D
• 0002112554 (company) — the CIK of the filer
• DE (company) — state of incorporation for the filer
• 245 SUMMER STREET BOSTON MA 02210 (company) — mailing and business address of the filer

FAQ

Key Financial Figures

• $1 — enues   No Aggregate Net Asset Value   $1 - $1,000,000 $1 - $5,000,000   $1,000,
• $1,000,000 — No Aggregate Net Asset Value   $1 - $1,000,000 $1 - $5,000,000   $1,000,001 - $5,000,
• $5,000,000 — Net Asset Value   $1 - $1,000,000 $1 - $5,000,000   $1,000,001 - $5,000,000   $5,000,001
• $1,000,001 — e   $1 - $1,000,000 $1 - $5,000,000   $1,000,001 - $5,000,000   $5,000,001 - $25,000,000
• $5,000,001 — $5,000,000   $1,000,001 - $5,000,000   $5,000,001 - $25,000,000 $5,000,001 - $25,000,000
• $25,000,000 — $1,000,001 - $5,000,000   $5,000,001 - $25,000,000 $5,000,001 - $25,000,000   $25,000,001
• $25,000,001 — $25,000,000 $5,000,001 - $25,000,000   $25,000,001 - $50,000,000 $25,000,001 - $100,000,0
• $50,000,000 — 5,000,001 - $25,000,000   $25,000,001 - $50,000,000 $25,000,001 - $100,000,000   $50,000,0
• $100,000,000 — 25,000,001 - $50,000,000 $25,000,001 - $100,000,000   $50,000,001 - $100,000,000   Over $1
• $50,000,001 — 0,000,000 $25,000,001 - $100,000,000   $50,000,001 - $100,000,000   Over $100,000,000   O

Filing Documents

• primary_doc.html (D)
• primary_doc.xml (D) — 18KB
• 0002112554-26-000004.txt ( ) — 19KB

From the Filing

Form D FORM D Notice of Exempt Offering of Securities UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. OMB APPROVAL OMB Number: 3235-0076 Estimated Average burden hours per response: 4.0 1. Issuer's Identity CIK (Filer ID Number) Previous Name(s) None Entity Type Corporation Limited Partnership   Limited Liability Company   General Partnership   Business Trust Other   Name of Issuer   Fidelity Private Credit Co II LLC Jurisdiction of Incorporation/Organization DELAWARE   Year of Incorporation/Organization Over Five Years Ago Within Last Five Years (Specify Year) 2026 Yet to Be Formed           2. Principal Place of Business and Contact Information Name of Issuer   Fidelity Private Credit Co II LLC Street Address 1 Street Address 2   245 SUMMER STREET     BOSTON   MASSACHUSETTS     02210   617-563-7000   3. Related Persons Last Name First Name Middle Name Jones David B Street Address 1 Street Address 2   245 Summer Street       Boston   MASSACHUSETTS   02210   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary) Chairman of the Board of the Issuer Last Name First Name Middle Name Birmingham Jennifer M Street Address 1 Street Address 2   One Spartan Way       Merrimack   NEW HAMPSHIRE   03054   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary) Member of the Board of the Issuer Last Name First Name Middle Name Conti Matthew J Street Address 1 Street Address 2   One Spartan Way       Merrimack   NEW HAMPSHIRE   03054   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary) Member of the Board of the Issuer Last Name First Name Middle Name Kenney Tara C Street Address 1 Street Address 2   One Spartan Way       Merrimack   NEW HAMPSHIRE   03054   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary) Member of the Board of the Issuer Last Name First Name Middle Name Bonner Heather Street Address 1 Street Address 2   245 Summer Street       Boston   MASSACHUSETTS   02210   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary) President and Treasurer of the Issuer Last Name First Name Middle Name Caron Stephanie Street Address 1 Street Address 2   One Spartan Way       Merrimack   NEW HAMPSHIRE   03054   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary) Chief Financial Officer of the Issuer Last Name First Name Middle Name Macarchuk Nicole Street Address 1 Street Address 2   155 Seaport Blvd       Boston   MASSACHUSETTS   02210   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary) Secretary and Chief Legal Officer of the Issuer Last Name First Name Middle Name Portnoy Ksenia Street Address 1 Street Address 2   245 Summer Street       Boston   MASSACHUSETTS   02210   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary) Chief Compliance Officer of the Issuer Last Name First Name Middle Name Lank Harley Street Address 1 Street Address 2   245 Summer Street       Boston   MASSACHUSETTS   02210   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary) Vice President of the Issuer Last Name First Name Middle Name Gaito David Street Address 1 Street Address 2   233 South Wacker Drive       Chicago   ILLINOIS   60606   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary) Vice President of the Issuer Last Name First Name Middle Name Icuss Therese Street Address 1 Street Address 2   233 South Wacker Drive       Chicago   ILLINOIS   60606   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary) Vice President of the Issuer Last Name First Name Middle Name Scott Jeffrey Street Address 1 Street Address 2   233 South Wacker Drive       Chicago   ILLINOIS   60606   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary) Vice President of the Issuer Last Name First Name Middle Name Quinlan Christopher Street Address 1 Street Address 2   245 Summer Street       Boston   MASSACHUSETTS   02210   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary) Vice President of the Issuer Last Name First Name Middle Name Gannon Robert Street Address 1 Street Address 2   245 Summer Street       Boston   MASSACHUSETTS   02210   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary) Vice President of the Issuer Last Name First Name Middle Name Husain Hadi Street Address 1 Street Address 2   245 Summer Street  

View Full Filing

View this D filing on SEC EDGAR