8-K

FIRST EAGLE PRIVATE CREDIT FUND

Date: March 31, 2025

/s/ Jennifer Wilson

Jennifer Wilson

Chief Financial Officer and Treasurer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

8-K

CURRENT REPORT

Pursuant to section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): March 31, 2025

First Eagle Private Credit Fund

(Exact name of registrant as specified in its charter)


Delaware	814-01642	87-6975595
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification Number)


1345 Avenue of the Americas
New York, NY		10105
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (212)

698-3300

None

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form

8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule

12b-2

of the Securities Exchange Act of 1934

(§240.12b-2

of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01

Regulation FD Disclosure

March 2025 Distributions

On March 26, 2025

First Eagle Private Credit Fund (the “Fund”) declared regular distributions for its common shares of beneficial interest (the “Common Shares”) in the amount of $0.205 per share. The distribution for the Common Shares is payable to shareholders of record as of the open of business on March 26, 2025 and was paid on March 28, 2025.

These distributions will be paid in cash or reinvested in shares of the Fund’s Common Shares for shareholders participating in the Fund’s distribution reinvestment plan.

Item 8.01

Other Events

February 28, 2025 Net Asset Value per Share

As of the close of business on February 28, 2025, there were approximately 12,444,675 Common Shares issued and outstanding. The net asset value of the Shares is $24.37 per Share, as of February 28, 2025.

Fund Snapshot as of February 28, 2025


Annualized Distribution Rate 1			10.1%
Fund Leverage Ratio 2			1.13x

Total Net Returns as of February 28, 2025


	1-Month			YTD
Common Shares		0.41	%		1.51	%

Annualized Distribution Rate reflects March 26, 2025 distribution annualized and divided by last reported NAV from February. Distributions are not guaranteed. Past performance does not predict future returns. Distributions have been and may in the future be funded through sources other than cash flow. We cannot guarantee that we will make distributions, and if we do we may fund such distributions from sources other than cash flow from operations, including the sale of assets, borrowings, return of capital, or offering proceeds, and although we generally expect to fund distributions from cash flow from operations, we have not established limits on the amounts we may pay from such sources. A return of capital (1) is a return of the original amount invested, (2) does not constitute earnings or profits and (3) will have the effect of reducing the basis such that when a shareholder sells its shares the sale may be subject to taxes even if the shares are sold for less than the original purchase price. Distributions may also be funded in significant part, directly or indirectly, from temporary waivers or expense reimbursements borne by the investment adviser or its affiliates, that may be subject to reimbursement to the investment adviser or its affiliates. The repayment of any amounts owed to our affiliates will reduce future distributions to which you would otherwise be entitled.

2	Fund Leverage Ratio represents the Fund’s debt-to-equity leverage ratio.

Total Net Return is calculated as the change in NAV per share during the period, plus distributions per share (assuming dividends and distributions are reinvested) divided by the beginning NAV per share. All returns shown are derived from unaudited financial information and are net of all Fund expenses, including general and administrative expenses, transaction related expenses, management fees, and incentive fees, but exclude the impact of early repurchase deductions on the repurchase of shares that have been outstanding for less than one year. Past performance does not predict future returns. The returns have been prepared using unaudited data and valuations of the underlying investments in the Fund’s portfolio, which are estimates of fair value and form the basis for the Fund’s NAV. Valuations based upon unaudited reports from the underlying investments may be subject to later adjustments, may not correspond to realized value and may not accurately reflect the price at which assets could be liquidated.

Investment Portfolio

As of February 28, 2025, the Fund had investments in 156 portfolio companies with total fair value of approximately $616 million. As of February 28, 2025, 100% of the debt investments at fair value in the Fund’s portfolio were floating rate. As of February 28, 2025, based on fair value, the Fund’s portfolio investments consisted of the following:


	As of February 28, 2025
Portfolio Investments
First lien senior secured loans		100%
Warrants		0% 4

Total		100.0%

As of February 28, 2025, the ten largest industries in which the Fund was invested, represented as a percentage of fair value, were as follows:


	As of February 28, 2025
Industry
Health Care Providers & Servicers		11.6	%
Professional Services		9.2	%
Software		8.9	%
Financial Services		8.0	%
Machinery		4.9	%
Health Care Technology		4.8	%
Pharmaceuticals		4.3	%
Insurance		4.2	%
Diversified Consumer Services		3.8	%
Commercial Services & Supplies		3.7	%

4	The Fund held one warrant investment in an amount that represented less than 0.05% of the Fund’s Portfolio Investments.

As of February 28, 2025, the ten largest issuers in which the Fund was invested, represented as a percentage of fair value, were as follows:


	As of February 28, 2025
Issuer
841 Prudential MOB LLC		2.2	%
Project Cloud Holdings, LLC		1.9	%
Advantmed Buyer Inc		1.9	%
Unified Patents, LLC		1.8	%
AMCP Clean Acquisition Co LLC		1.8	%
In Vitro Sciences, LLC		1.7	%
Harbour Benefit Holdings, Inc.		1.7	%
Syner-G Intermediate Holdings, LLC		1.7	%
Monarch Behavioral Therapy, LLC		1.7	%
Catawba Nation Gaming Authority		1.6	%

As of February 28, 2025, the geographical distribution of the investments in which the Fund was invested, represented as a percentage of fair value, were as follows:


	As of February 28, 2025
Geography
United States		97.9	%
Europe		1.3	%
Canada		0.8	%

As of February 28, 2025, the asset mix of the Fund’s investment portfolio, represented as a percentage of fair value, was as follows:


	As of February 28, 2025
Industry
Direct Lending 5		32.3	%
Club 6		21.9	%
Syndicated Loans 7		45.8	%

Direct Lending

As of February 28, 2025, the Direct Lending Portfolio had the following characteristics:


	As of February 28, 2025
Weighted Average Spread 8		5.78	%
Average EBITDA 9	$	24.7
Average LTV 10		35.2	%
Average Leverage Ratio 11		3.5x

5	Direct Lending involves loans where the Fund lends directly to the borrower and holds the loan generally on its own or only with affiliates and in some cases, third-party lenders.

6	Club Loans are directly originated first lien senior secured loans or asset-based loans in which the Fund co-invests with a small number of third-party private debt providers.

7	Syndicated Loans are generally originated by a bank and then syndicated, or sold, in several pieces to other investors.

8	Weighted average spread above the applicable reference rate (i.e. SOFR, Base Rate, etc.) for the Direct Lending portfolio, weighted based on the fair value of each respective investment.

Average adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”) for the Direct Lending portfolio, weighted based on fair value of each respective investment. This calculation includes all Direct Lending investments for which fair value is determined by the Fund’s valuation designee (“Valuation Designee”) and excludes quoted assets and asset-based lending (“ABL”) investments, as well as companies with negative or de minimis EBITDA. Amounts are derived from the most recently available portfolio company financial statements, have not been independently estimated by the Fund, and may reflect a normalized or adjusted amount. Accordingly, the Fund makes no representation or warranty in respect of this information.

Average

loan-to-value

(“LTV”) represents the net ratio of

loan-to-value

for each Direct Lending portfolio company, weighted based on the fair value of each respective investment. This calculation includes all Direct Lending investments for which fair value is determined by the Valuation Designee and excludes quoted assets and ABL investments. LTV is calculated as the current total net debt through each respective loan tranche divided by the estimated enterprise value of the portfolio company. Amounts were derived from the most recently available portfolio company financial statements, have not been independently verified by the Fund, and may reflect a normalized or adjusted amount. Accordingly, the Fund makes no representation or warranty in respect of this information.

Average leverage ratio represents the leverage ratio for each Direct Lending portfolio company, weighted based on the fair value of each respective investment. This calculation includes all Direct Lending investments for which fair value is determined by the Valuation Designee and excludes quoted assets and ABL investments, as well as companies with negative or de minimis EBITDA. Company leverage is calculated as the current total debt as defined in the underlying applicable investment credit agreement through each respective loan tranche divided by the adjusted EBITDA as defined in the underlying applicable investment credit agreement of the portfolio company. Amounts were derived from the most recently available portfolio company financial statements, have not been independently verified by the Fund, and may reflect a normalized or adjusted amount. Accordingly, the Fund makes no representation or warranty in respect of this information.

Asset-based lending

As of February 28, 2025, the fair market value of ABL investments represented 5.0% of the total fair market value of all investments.

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 Exchange Act, or otherwise subject to the liabilities of such section.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits.


Exhibit No.

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.