UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(Rule 13e-4)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Final Amendment)
First Eagle Private Credit Fund
(Name of Issuer)
First Eagle Private Credit Fund
(Name of Person(s) Filing Statement)
Class I and Class D Shares of Beneficial Interest
(Title of Class of Securities)
32008T101 and 32010R200
(CUSIP Number of class of securities)
William Karim
c/o First Eagle Alternative Credit, LLC
500 Boylston Street
Suite 1250
Boston, MA 02116
David P. O’Connor
Laurence D. Paredes
c/o First Eagle Investment Management, LLC
1345 Avenue of the Americas
New York, NY 10105
(Name, Address and Telephone No. of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement)
With a copy to:
Christopher P. Healey
Davis Polk & Wardwell LLP
1050 17th Street, NW
Washington, DC 20036
January 30, 2026
(Date Tender Offer First Published, Sent or Given to Security Holders)
| ☐ | Check the box if the filing relates solely to preliminary communications made before commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| ☐ | third-party tender offer subject to Rule 14d-1. |
| ☒ | issuer tender offer subject to Rule 13e-4. |
| ☐ | going-private transaction subject to Rule 13e-3. |
| ☐ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☒
This Final Amendment relates to the Issuer Tender Offer Statement on Schedule TO (the “Statement”) originally filed on January 30, 2026 by First Eagle Private Credit Fund (the “Fund”) in connection with an offer by the Fund (the “Offer”) to purchase up to 622,888 of its outstanding shares of beneficial interest (including Class I common shares of beneficial interest and Class D common shares of beneficial interest, collectively, the “Shares”) at a price equal to the net asset value per Share as of March 31, 2026 (the “Valuation Date”), upon the terms and subject to the conditions set forth in the Offer to Purchase filed as Exhibit (a)(1)(ii) to the Statement (the “Offer to Purchase”).
This is the Final Amendment to the Statement and is being filed to report the results of the Offer. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Offer to Purchase.
The following information is furnished pursuant to Rule 13e-4(c)(4):
| 1. | The Offer expired at 11:59 p.m., Eastern Time, on February 27, 2026. |
| 2. | 40,500 Shares of the Fund were validly tendered and not withdrawn prior to the expiration of the Offer. The Fund accepted for purchase 100% of the Shares of the Fund that were validly tendered and not withdrawn prior to the expiration of the Offer as permitted by Rule 13e-4(f)(1) of the Securities Exchange Act of 1934, as amended. |
| 3. | The net asset value of Shares tendered pursuant to the Offer was calculated as of the Valuation Date in the amount of $23.95. |
| 4. | The payment of the purchase price of the Shares tendered was made in the form of non-interest bearing, non-transferable promissory notes respectively issued to the Shareholders whose tenders were accepted for purchase by the Fund in accordance with the terms of the Offer. Pursuant to the promissory notes, the Fund paid on or about April 27, 2026 to the tendering Shareholders a total of $969,975 representing the net asset value of the total amount of the Shares tendered by Shareholders, less the early repurchase deduction, as applicable. The Shares were repurchased at a price of $23.95 per Share as of 4:00 p.m., Eastern Time, on the Valuation Date. |
Except as specifically provided herein, the information contained in the Statement, as amended, and the Transmittal Letter remains unchanged and this Amendment does not modify any of the information previously reported on the Statement, as amended, or the Transmittal Letter.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| FIRST EAGLE PRIVATE CREDIT FUND | ||
| By: | /s/ Jennifer Wilson | |
| Name: | Jennifer Wilson | |
| Title: | Chief Financial Officer and Treasurer | |
Dated: April 24, 2026
| Calculation of Filing Fee Tables |
| Table 1: Transaction Valuation |
|---|
| Transaction Valuation |
Fee Rate |
Amount of Filing Fee | ||
|---|---|---|---|---|
| Fees to be Paid | ||||
| |
1 | $ |
$ | |
| Total Transaction Valuation: |
$ |
|||
| Total Fees Due for Filing: |
$ | |||
| Total Fees Previously Paid: |
$ | |||
| Total Fee Offsets: |
$ | |||
| Net Fee Due: |
$ |
| Offering Note |
| 1 |
| ||||||
| | |||||||
| Table 2: Fee Offset Claims and Sources |
|---|
| Registrant or Filer Name | Form or Filing Type | File Number | Initial Filing Date | Filing Date | Fee Offset Claimed | Fee Paid with Fee Offset Source | ||
|---|---|---|---|---|---|---|---|---|
| Fee Offset Claims | ||||||||
| Fee Offset Sources |
Submission |
Apr. 23, 2026 |
|---|---|
| Submission [Line Items] | |
| Central Index Key | 0001890107 |
| Registrant Name | First Eagle Private Credit Fund |
| Form Type | SC TO |
| Submission Type | SC TO-I/A |
| Fee Exhibit Type | EX-FILING FEES |
Offerings - Offering: 1 |
Apr. 23, 2026
USD ($)
|
|---|---|
| Offering: | |
| Fee Previously Paid | true |
| Rule 0-11 | true |
| Transaction Valuation | $ 15,092,585.00 |
| Amount of Registration Fee | $ 2,084.29 |
| Offering Note | The transaction valuation is calculated as the estimated aggregate maximum purchase price for common shares of beneficial interest, par value $0.001, of First Eagle Private Credit Fund (the "Fund"). The fee of $2,084.29 was paid in connection with the filing of the Schedule TO-I by the Fund (File No. 005-94121) on January 30, 2026 (the "Schedule TO"). This is the final amendment to the Schedule TO and is being filed to report the results of the offer. The amount of filing fee is calculated at $138.10 per $1,000,000 of the transaction valuation in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, as modified by Fee Rate Advisory No. 1 for fiscal year 2026. |
Fees Summary |
Apr. 23, 2026
USD ($)
|
|---|---|
| Fees Summary [Line Items] | |
| Previously Paid Amount | $ 2,084.29 |
| Total Fee Amount | 2,084.29 |
| Total Transaction Valuation | 15,092,585.00 |
| Total Offset Amount | 0.00 |
| Net Fee | $ 0.00 |
| Offering Table N/A | |
| Offset Table N/A | N/A |