UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement
As previously disclosed, on March 3, 2025, First Eagle Holdings, Inc. announced a definitive agreement under which funds managed by Genstar Capital would acquire a majority investment in First Eagle Holdings, Inc. (the “Transaction”). The Transaction closed on August 15, 2025. First Eagle Holdings, Inc. is the parent company of First Eagle Investment Management, LLC (the “Adviser”), First Eagle Alternative Credit, LLC (the “Subadviser”) and FEF Distributors, LLC (the “Intermediary Manager”), the investment adviser, the investment subadviser and the intermediary manager, respectively, of First Eagle Private Credit Fund (the “Fund”).
The closing of the Transaction was deemed an “assignment” under the Investment Company Act of 1940, as amended, of the prior investment advisory agreement between the Fund and the Adviser (the “Prior Advisory Agreement”), the prior investment subadvisory agreement among the Fund, the Adviser and the Subadviser (the “Prior Subadvisory Agreement,” and together with the Prior Advisory Agreement, the “Prior Advisory Agreements”) and the prior intermediary manager agreement between the Fund and the Intermediary Manager (the “Prior Intermediary Manager Agreement”). Accordingly, a new investment advisory agreement between the Fund and the Adviser (the “New Advisory Agreement”), a new investment subadvisory agreement among the Fund, the Adviser and the Subadviser (the “New Subadvisory Agreement,” and together with the New Advisory Agreement, the “New Advisory Agreements”) and a new intermediary manager agreement between the Fund and the Intermediary Manager (the “New Intermediary Manager Agreement”) were approved by the board of trustees of the Fund. In addition, at a special meeting of shareholders of the Fund held on June 27, 2025, the shareholders of the Fund approved the New Advisory Agreements.
The New Advisory Agreement, the New Subadvisory Agreement and the New Intermediary Manager Agreement, which are substantially similar to the Prior Advisory Agreement, the Prior Subadvisory Agreement and the Prior Intermediary Manager Agreement, respectively, became effective on August 15, 2025, as of the closing of the Transaction, and provide for the continuation of the Fund’s investment program and distribution arrangements without interruption.
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.
The foregoing descriptions of the New Advisory Agreement, the New Subadvisory Agreement and the New Intermediary Manager Agreement are summaries only and are qualified in their entirety by reference to the text of the New Advisory Agreement, the New Subadvisory Agreement and the New Intermediary Manager Agreement, which are filed as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3, respectively, hereto and are incorporated herein by reference.
Item 1.02. Termination of a Material Definitive Agreement
On August 15, 2025, upon the closing of the Transaction, the Prior Advisory Agreements and the Prior Intermediary Manager Agreement were terminated.
Item 8.01. Other Events
On August 18, 2025, First Eagle Holdings, Inc. and Genstar Capital issued a press release announcing the closing of the Transaction. A copy of the press release 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.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number |
Description | |
| 10.1 | Investment Advisory Agreement, dated August 15, 2025, between the Fund and the Adviser. | |
| 10.2 | Subadvisory Agreement, dated August 15, 2025, among the Fund, the Adviser and the Subadviser. | |
| 10.3 | Intermediary Manager Agreement, dated August 15, 2025, between the Fund and the Intermediary Manager. | |
| 99.1 | Press Release, dated August 18, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XRBL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| First Eagle Private Credit Fund | ||||||
| August 18, 2025 | By: | /s/ William Karim | ||||
| Name: | William Karim | |||||
| Title: | Deputy General Counsel | |||||