First Eagle Private Credit Seeks Shareholder Nod for Genstar Deal

First Eagle Private Credit Fund DEF 14A Filing Summary
Field	Detail
Company	First Eagle Private Credit Fund
Form Type	DEF 14A
Filed Date	Jun 12, 2025
Risk Level	low
Sentiment	neutral

Sentiment: neutral

Topics: Private Credit, Shareholder Meeting, Advisory Agreement, Subadvisory Agreement, Genstar Capital, First Eagle, Corporate Governance

TL;DR

**First Eagle Private Credit Fund shareholders should approve these proposals to maintain stability amidst the Genstar Capital acquisition, ensuring business as usual.**

AI Summary

First Eagle Private Credit Fund is holding a Special Meeting of Shareholders on June 27, 2025, at 10:00 a.m. Eastern time to address a prospective change of ownership of its parent company, First Eagle Holdings, Inc. Funds managed by Genstar Capital propose to acquire a majority interest in First Eagle Holdings, Inc., buying out interests held by Blackstone Inc. and Corsair Capital LLC. This transaction necessitates shareholder approval for two 'new' agreements: Proposal 1 seeks to continue the existing advisory arrangement with First Eagle Investment Management, LLC (FEIM) and Proposal 2 aims to continue the existing subadvisory arrangement among the Fund, FEIM, and First Eagle Alternative Credit, LLC (FEAC). The filing indicates no changes to the advisory or subadvisory fees, investment objectives, policies, or day-to-day management of the Fund, ensuring continuity for shareholders despite the ownership shift. The Fund's business address is 1345 Avenue of the Americas, 48th Floor, New York, NY 10105, and its phone number is 800-450-4424.

Why It Matters

This DEF 14A filing is crucial for First Eagle Private Credit Fund investors as it details the continuity of advisory and subadvisory services despite a significant ownership change at the parent level. The proposed majority investment by Genstar Capital in First Eagle Holdings, Inc. could signal new strategic directions or resources, potentially impacting the fund's long-term performance and competitive positioning within the private credit market. For employees of FEIM and FEAC, it confirms the continuation of their roles and existing operational structures. Customers can expect no immediate changes to their investment experience, as the fund explicitly states no alterations to fees, objectives, or management.

Risk Assessment

Risk Level: low — The risk level is low because the filing explicitly states that if approved, there will be 'no changes to the advisory or subadvisory fees, investment objectives, policies, or day-to-day management of the Fund.' This continuity minimizes operational and strategic risks for shareholders, despite the change in ultimate parent company ownership.

Analyst Insight

Investors should vote 'FOR' both Proposal 1 and Proposal 2 to ensure the seamless continuation of the First Eagle Private Credit Fund's existing advisory and subadvisory arrangements. This action supports stability and avoids potential disruptions that could arise from a failure to approve the 'new' agreements.

Key Numbers

2 — Proposals for Shareholder Vote (Proposals relate to continuing advisory and subadvisory agreements)
2025-06-27 — Conformed Period of Report (Date for which the proxy statement is relevant)
800-450-4424 — Business Phone Number (Contact for First Eagle Private Credit Fund)

Key Players & Entities

First Eagle Private Credit Fund (company) — Registrant seeking shareholder approval
First Eagle Investment Management, LLC (company) — Investment Adviser to the Fund
First Eagle Alternative Credit, LLC (company) — Subadviser to the Fund
Genstar Capital (company) — Proposed majority investor in First Eagle Holdings, Inc.
Blackstone Inc. (company) — Current interest holder in First Eagle Holdings, Inc. being bought out
Corsair Capital LLC (company) — Current interest holder in First Eagle Holdings, Inc. being bought out
First Eagle Holdings, Inc. (company) — Parent company of FEIM undergoing ownership change
June 27, 2025 (date) — Date of the Special Meeting of Shareholders
10:00 a.m. Eastern time (time) — Time of the Special Meeting of Shareholders
1345 Avenue of the Americas, 48th Floor, New York, New York (location) — Location of the Special Meeting of Shareholders

FAQ

What is the purpose of the Special Meeting of Shareholders for First Eagle Private Credit Fund?

The Special Meeting of Shareholders for First Eagle Private Credit Fund, scheduled for June 27, 2025, is to seek shareholder approval for two 'new' agreements. These agreements are necessary due to a prospective change of ownership of First Eagle Holdings, Inc., the parent company of the Fund's adviser and subadviser.

Who is acquiring a majority interest in First Eagle Holdings, Inc.?

Funds managed by Genstar Capital are proposing to make a majority investment in First Eagle Holdings, Inc. This transaction involves the buyout of all interests currently held by funds managed by Blackstone Inc. and Corsair Capital LLC.

Will the advisory fees change for First Eagle Private Credit Fund after the transaction?

No, the filing explicitly states that assuming the proposals are approved, there will be no changes to the advisory or subadvisory fees for First Eagle Private Credit Fund subsequent to the prospective change of ownership.

What are the two proposals shareholders of First Eagle Private Credit Fund are voting on?

Shareholders are voting on Proposal 1, to approve a 'new' advisory agreement with First Eagle Investment Management, LLC, and Proposal 2, to approve a 'new' subadvisory agreement among the Fund, FEIM, and First Eagle Alternative Credit, LLC. Both proposals aim to continue existing arrangements after the ownership change.

When and where is the Special Meeting of Shareholders for First Eagle Private Credit Fund being held?

The Special Meeting of Shareholders for First Eagle Private Credit Fund will be held on June 27, 2025, at 10:00 a.m. Eastern time, at the offices of First Eagle Investment Management, LLC, located at 1345 Avenue of the Americas, New York, New York.

What is the impact of the ownership change on the day-to-day management of First Eagle Private Credit Fund?

The filing assures shareholders that there will be no changes to the day-to-day management of First Eagle Private Credit Fund. First Eagle Investment Management, LLC will continue as the investment adviser, and First Eagle Alternative Credit, LLC will continue as the subadviser.

Are there any changes to the investment objectives or policies of First Eagle Private Credit Fund?

No, the DEF 14A filing explicitly states that there will be no changes to the investment objectives or policies of First Eagle Private Credit Fund as a result of the prospective change of ownership and the approval of the new agreements.

Why is shareholder approval required for these 'new' agreements for First Eagle Private Credit Fund?

Shareholder approval is required because the prospective change of ownership of First Eagle Holdings, Inc. constitutes an 'assignment' under the Investment Company Act of 1940, which legally terminates existing advisory and subadvisory agreements, necessitating new ones to maintain continuity.

What is the Central Index Key (CIK) for First Eagle Private Credit Fund?

The Central Index Key (CIK) for First Eagle Private Credit Fund is 0001890107, as stated in the DEF 14A filing.

What is the business address for First Eagle Private Credit Fund?

The business address for First Eagle Private Credit Fund is 1345 Avenue of the Americas, 48th Floor, New York, NY 10105.

Risk Factors

Change of Ownership Impact [medium — operational]: A prospective change of ownership of the parent company, First Eagle Holdings, Inc., by Genstar Capital could introduce operational risks if not managed smoothly. While the filing states no changes to advisory fees or day-to-day management, the integration of new ownership could still lead to unforeseen operational adjustments.
Shareholder Approval for Agreements [medium — regulatory]: The need for shareholder approval for the continuation of advisory and subadvisory agreements (Proposal 1 and Proposal 2) introduces a regulatory hurdle. Failure to secure approval could necessitate significant changes to the Fund's management structure, potentially impacting its operations and investor confidence.

Industry Context

The private credit fund industry is characterized by increasing investor demand for alternative income strategies and a complex regulatory environment. Funds like First Eagle Private Credit Fund operate within a landscape where manager expertise, operational stability, and transparent fee structures are critical for attracting and retaining capital. The current market environment may also present opportunities for credit funds to deploy capital in specialized sectors, but also introduces risks related to credit quality and market volatility.

Regulatory Implications

The proposed change in ownership of the parent company triggers a need for shareholder approval of existing advisory and subadvisory agreements. This process is governed by regulatory requirements designed to protect shareholder interests, ensuring continuity and preventing adverse changes without consent. Compliance with these proxy solicitation rules is paramount for the Fund.

What Investors Should Do

Review the DEF 14A filing thoroughly.
Attend the Special Meeting of Shareholders on June 27, 2025.
Contact the Fund with any questions.

Key Dates

2025-06-27: Special Meeting of Shareholders — Shareholders will vote on proposals to continue existing advisory and subadvisory agreements following a change in ownership of the parent company.
2025-06-12: Filing Date of DEF 14A — This proxy statement provides shareholders with the necessary information to make an informed decision regarding the upcoming vote.

Glossary

DEF 14A: A Definitive Proxy Statement filed with the SEC, providing detailed information to shareholders about matters to be voted on at a shareholder meeting. (This document is the primary source of information for shareholders regarding the proposed changes and the upcoming vote.)
FEIM: First Eagle Investment Management, LLC, the current investment adviser to the Fund. (FEIM's advisory agreement is subject to shareholder approval for continuation post-transaction.)
FEAC: First Eagle Alternative Credit, LLC, the current subadviser to the Fund. (FEAC's subadvisory agreement is subject to shareholder approval for continuation post-transaction.)
FE Holdings: First Eagle Holdings, Inc., the parent company of FEIM and FEAC. (A change in ownership of FE Holdings is the catalyst for the special meeting and the need for shareholder approval of new agreements.)
Transaction: The proposed acquisition of a majority interest in FE Holdings by funds managed by Genstar Capital. (This transaction necessitates the shareholder vote on the continuation of advisory and subadvisory agreements.)

Year-Over-Year Comparison

This filing is a DEF 14A for a special meeting and does not provide comparative financial data to a previous annual filing. The primary focus is on the proposed change of ownership of the parent company and the subsequent need for shareholder approval of advisory and subadvisory agreements, rather than changes in the Fund's financial performance or operational metrics year-over-year.

Filing Details

This Form DEF 14A (Form DEF 14A) was filed with the SEC on June 12, 2025 regarding First Eagle Private Credit Fund.

View full filing on EDGAR

View Full Filing

View this DEF 14A filing on SEC EDGAR