UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events |
On March 3, 2025, First Eagle Holdings, Inc. announced a definitive agreement under which funds managed by Genstar Capital will make a majority investment in First Eagle Holdings, Inc. First Eagle Holdings, Inc. is the parent company to First Eagle Investment Management, LLC, which is the investment adviser to First Eagle Private Credit Fund (the “Fund” or “FEPCF”), and First Eagle Alternative Credit, LLC, which is the investment subadviser to the Fund. Genstar Capital is a private equity firm focused on investments in targeted segments of the financial services, healthcare, industrials, and software industries.
The transaction will involve the buyout of all interests in First Eagle Holdings, Inc. currently held by funds indirectly controlled by Blackstone Inc. and Corsair Capital LLC and certain related co-investors. The transaction is expected to be completed in the second half of 2025, subject to customary closing conditions, including obtaining necessary fund and client consents and customary regulatory approvals.
As required under the Investment Company Act of 1940, as amended, closing of the transaction will be deemed an “assignment” of the current investment advisory agreement between the Fund and First Eagle Investment Management, LLC, and the current subadvisory agreement between the Fund, First Eagle Investment Management, LLC and First Eagle Alternative Credit, LLC, which will result in automatic termination of the agreements. It is anticipated that the Board of Trustees of the Fund (the “Board”) will consider a new substantially identical investment advisory agreement with First Eagle Investment Management, LLC and a new substantially identical subadvisory agreement with First Eagle Alternative Credit, LLC (together, the “New Advisory Agreements”). If approved by the Board, the New Advisory Agreements will be presented to the shareholders of the Fund for approval, and, if so approved by shareholders, will take effect upon closing of the transaction or such later time as shareholder approval is obtained.
The transaction is not expected to result in any change in the portfolio management of the Fund or in the Fund’s investment objectives or policies.
A copy of the press release issued by First Eagle Holdings, Inc. and Genstar Capital announcing the transaction is furnished as Exhibit 99.1 hereto and is incorporated by reference into this Item 8.01.
The information in Item 8.01 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for any purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of such section.
Forward-Looking Statements
Certain information contained in this communication constitutes “forward-looking statements” within the meaning of the federal securities laws and the Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by the use of forward-looking terminology, such as “outlook,” “indicator,” “believes,” “expects,” “potential,” “continues,” “may,” “can,” “will,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” “confident,” “conviction,” “identified” or the negative versions of these words or other comparable words thereof. These may include financial projections and estimates and their underlying assumptions, statements about plans, objectives and expectations with respect to future operations, statements regarding future performance, statements regarding economic and market trends and statements regarding identified but not yet closed investments. Such forward-looking statements are inherently uncertain and there are or may be important factors that could cause actual outcomes or results to differ materially from those indicated in such statements. FEPCF believes these factors also include but are not limited to those described under the section entitled “Risk Factors” in its prospectus, and any such updated factors included in its periodic filings with the Securities and Exchange Commission (the “SEC”), which are accessible on the SEC’s website at www.sec.gov. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this document (or FEPCF’s prospectus and other filings). Except as otherwise required by federal securities laws, FEPCF undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise.
Additional Information and Where to Find It
This communication relates to the New Advisory Agreements. In connection with the New Advisory Agreements, the Fund intends to file relevant materials with the SEC, including a proxy statement on Schedule 14A (the “Proxy Statement”). SHAREHOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT, AND OTHER DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE FUND AND THE NEW ADVISORY AGREEMENTS. Investors and security holders will be able to obtain the documents filed with the SEC free of charge at the SEC’s web site, http://www.sec.gov.
Participants in the Solicitation
The Fund and its trustees, executive officers and certain other members of management and employees, including employees of First Eagle Investment Management, LLC and First Eagle Alternative Credit, LLC and their respective affiliates, may be deemed to be participants in the solicitation of proxies from the shareholders of the Fund in connection with the New Advisory Agreements. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the Fund’s shareholders in connection with the New Advisory Agreements will be contained in the Proxy Statement when such document becomes available. This document may be obtained free of charge at the SEC’s web site, http://www.sec.gov.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit No. |
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| 99.1 | Press Release, dated March 3, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| FIRST EAGLE PRIVATE CREDIT FUND | ||||||
| Date: March 7, 2025 | By: | /s/ Sabrina Rusnak-Carlson | ||||
| Name: | Sabrina Rusnak-Carlson | |||||
| Title: | General Counsel and Secretary | |||||