First Eagle Private Credit Fund Files 8-K on Equity Sales
| Field | Detail |
|---|---|
| Company | First Eagle Private Credit Fund |
| Form Type | 8-K |
| Filed Date | Sep 23, 2025 |
| Risk Level | medium |
| Pages | 3 |
| Reading Time | 4 min |
| Key Dollar Amounts | $300.3 m, $656.1 million, $413.5 million, $5.0 billion |
| Sentiment | neutral |
Sentiment: neutral
Topics: unregistered-sales, equity-securities, regulation-fd
TL;DR
FEPC filed an 8-K for unregistered equity sales, check for dilution.
AI Summary
On September 23, 2025, First Eagle Private Credit Fund filed an 8-K report detailing unregistered sales of equity securities. The filing also included information on Regulation FD disclosures, other events, and financial statements and exhibits. The company is incorporated in Delaware and its principal executive offices are located at 1345 Avenue of the Americas, New York, NY.
Why It Matters
This filing indicates potential new equity issuance by First Eagle Private Credit Fund, which could impact its capital structure and existing shareholder dilution.
Risk Assessment
Risk Level: medium — Filings related to unregistered sales of equity securities can indicate potential dilution or changes in the company's capital structure, requiring further investigation.
Key Numbers
- 814-01642 — Commission File Number (Identifies the specific SEC filing for the company.)
- 87-6975595 — IRS Employer Identification No. (Tax identification number for the registrant.)
Key Players & Entities
- First Eagle Private Credit Fund (company) — Registrant
- Delaware (jurisdiction) — State of Incorporation
- 1345 Avenue of the Americas (address) — Principal Executive Offices
- New York (location) — City of Principal Executive Offices
- 10105 (zip_code) — Zip Code of Principal Executive Offices
- 212-698-3300 (phone_number) — Registrant's Telephone Number
FAQ
What specific type of equity securities were sold?
The filing states 'Unregistered Sales of Equity Securities' but does not specify the exact type of securities in the provided text.
Were these sales made to accredited investors?
The filing mentions 'Unregistered Sales of Equity Securities,' which typically implies sales made under an exemption from registration, often to accredited investors, but this specific detail is not explicitly stated in the provided text.
What was the date of the earliest event reported?
The date of the earliest event reported is September 23, 2025.
What is the company's fiscal year end?
The company's fiscal year end is December 31.
What is the primary purpose of this 8-K filing?
This 8-K filing serves multiple purposes including reporting 'Unregistered Sales of Equity Securities,' 'Regulation FD Disclosure,' 'Other Events,' and 'Financial Statements and Exhibits'.
Filing Stats: 934 words · 4 min read · ~3 pages · Grade level 10.6 · Accepted 2025-09-23 17:00:31
Key Financial Figures
- $300.3 m — 31, 2025, the Fund's aggregate NAV was $300.3 million, the fair value of its investment
- $656.1 million — investment portfolio was approximately $656.1 million and it had approximately $413.5 million
- $413.5 million — $656.1 million and it had approximately $413.5 million of principal debt outstanding, resultin
- $5.0 billion — ly offering on a continuous basis up to $5.0 billion in common shares (the "Offering"). Addi
Filing Documents
- ck0001890107-20250923.htm (8-K) — 88KB
- 0001193125-25-213542.txt ( ) — 197KB
- ck0001890107-20250923.xsd (EX-101.SCH) — 25KB
- ck0001890107-20250923_htm.xml (XML) — 5KB
02 Unregistered Sales of Equity Securities
Item 3.02 Unregistered Sales of Equity Securities. As of September 1, 2025, First Eagle Private Credit Fund (the "Fund") sold unregistered Class I common shares of beneficial interest (with the final number of shares being determined on September 23, 2025) to a feeder vehicle primarily created to hold the Fund's common shares. The offer and sale of these Class I common shares was exempt from the registration provisions of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) and/or Regulation S thereunder. The following table details the shares sold: Date of Unregistered Sale Amount of Class I Common Shares Consideration As of September 1, 2025 (number of shares finalized on September 23, 2025) 283 $ 6,830
01 Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure. September 2025 Distributions On September 22, 2025 , the Fund declared regular distributions for each class of its common shares in the amounts per share set forth below: Gross Distribution Shareholder Servicing and/or Distribution Fee Net Distributions Class I Common Shares $ 0.210 $ 0.000 $ 0.210 Class D Common Shares $ 0.210 $ 0.005 $ 0.205 The distributions for each class of common shares are payable to shareholders of record as of the open of business on September 30, 2025 and will be paid on October 30, 2025. These distributions will be paid in cash or reinvested in common shares for shareholders participating in the Fund's distribution reinvestment plan.
01 Other Events
Item 8.01 Other Events. August 31, 2025 Net Asset Value per Share The net asset value (the "NAV") per share of each class of the Fund as of August 31, 2025, as determined in accordance with the Fund's valuation policy, is set forth below. NAV as of August 31, 2025 Class I Common Shares $ 24.13 Class D Common Shares $ 24.13 As of August 31, 2025, the Fund's aggregate NAV was $300.3 million, the fair value of its investment portfolio was approximately $656.1 million and it had approximately $413.5 million of principal debt outstanding, resulting in a debt-to-equity ratio of 1.38x. Shares Outstanding as of August 31, 2025 Shares Outstanding as of August 31, 2025 Class I Common Shares 12,442,993 Class D Common Shares 4,205 Status of Offering The Fund is currently publicly offering on a continuous basis up to $5.0 billion in common shares (the "Offering"). Additionally, the Fund has sold unregistered shares as part of a separate private offering (the "Private Offering"). The following table lists the common shares issued and total consideration for both the Offering and the Private Offering as of the date of this filing. The table below does not include common shares sold through the Fund's distribution reinvestment plan. The Fund intends to continue selling Shares in the Offering and the Private Offering on a monthly basis. Common Shares Issued Total Consideration Offering: Class I Common Shares --- --- Class S Common Shares --- --- Class D Common Shares 4,205 $ 0.1 million Private Offering: Class I Common Shares 12,465,924 $ 303.7 million Class S Common Shares --- --- Class D Common Shares --- --- Total Offering and Private Offering* 12,470,129 $ 303.8 million * Amounts may not sum due to rounding 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
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURES
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, 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: September 23, 2025 By: /s/ Jennifer Wilson Name: Title: Jennifer Wilson Chief Financial Officer and Treasurer