0000930413-26-001267.txt : 20260427 0000930413-26-001267.hdr.sgml : 20260427 20260427164813 ACCESSION NUMBER: 0000930413-26-001267 CONFORMED SUBMISSION TYPE: 486BXT PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20260427 DATE AS OF CHANGE: 20260427 FILER: COMPANY DATA: COMPANY CONFORMED NAME: First Eagle Real Estate Debt Fund CENTRAL INDEX KEY: 0002006189 ORGANIZATION NAME: EIN: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 486BXT SEC ACT: 1940 Act SEC FILE NUMBER: 811-23925 FILM NUMBER: 26901727 BUSINESS ADDRESS: STREET 1: 1345 AVENUE OF AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: (212) 698-3300 MAIL ADDRESS: STREET 1: 1345 AVENUE OF AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 FORMER COMPANY: FORMER CONFORMED NAME: First Eagle Real Estate DebtFund DATE OF NAME CHANGE: 20241226 FORMER COMPANY: FORMER CONFORMED NAME: First Eagle Real Estate Lending Fund DATE OF NAME CHANGE: 20231227 FILER: COMPANY DATA: COMPANY CONFORMED NAME: First Eagle Real Estate Debt Fund CENTRAL INDEX KEY: 0002006189 ORGANIZATION NAME: EIN: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 486BXT SEC ACT: 1933 Act SEC FILE NUMBER: 333-276328 FILM NUMBER: 26901726 BUSINESS ADDRESS: STREET 1: 1345 AVENUE OF AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: (212) 698-3300 MAIL ADDRESS: STREET 1: 1345 AVENUE OF AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 FORMER COMPANY: FORMER CONFORMED NAME: First Eagle Real Estate DebtFund DATE OF NAME CHANGE: 20241226 FORMER COMPANY: FORMER CONFORMED NAME: First Eagle Real Estate Lending Fund DATE OF NAME CHANGE: 20231227 N N N 486BXT 1 c116257_486bxt.htm

As filed with the Securities and Exchange Commission on April 27, 2026

 

1933 Act File No. 333-276328

1940 Act File No. 811-23925

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM N-2

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933   x
  Pre-Effective Amendment No. o  
       
  Post-Effective Amendment No. 2 x  
       
and/or
       
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940   x
  Amendment No. 6 x  
(Check appropriate box or boxes.)

 

FIRST EAGLE REAL ESTATE DEBT FUND

(Registrant Exact Name as Specified in Charter)

1345 Avenue of the Americas

New York, New York 10105

(Address of Principal Executive Offices) (Number, Street, City, State, Zip Code)

Registrant’s Telephone Number, including Area Code: (212) 698-3300

 

David O’Connor

First Eagle Investment Management, LLC

1345 Avenue of the Americas

New York, NY 10105

With copies to:

Nathan J. Greene, Esq.

Sidley Austin LLP

787 Seventh Avenue

New York, NY 10019

 

Approximate Date of Proposed Public Offering: As soon as practicable after the effective date of this Registration Statement.

 

o Check box if the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans.

 

x Check box if any securities being registered on this Form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933 (“Securities Act”), other than securities offered in connection with a dividend reinvestment plan.

 

o Check box if this Form is a registration statement pursuant to General Instruction A.2 or a post-effective amendment thereto.

 

o Check box if this Form is a registration statement pursuant to General Instruction B or a post-effective amendment thereto that will become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act.

 

o Check box if this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction B to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act.

 

It is proposed that this filing will become effective (check appropriate box)

 

o when declared effective pursuant to Section 8(c) of the Securities Act.

 

The following boxes should only be included and completed if the registrant is making this filing in accordance with Rule 486 under the Securities Act.

 

It is proposed that this filing will become effective (check appropriate box)

 

o immediately upon filing pursuant to paragraph (b)
x on April 30, 2026 pursuant to paragraph (b)
o 60 days after filing pursuant to paragraph (a)(1)
o on (date) pursuant to paragraph (a)(1)

 

If appropriate, check the following box: 

 

x This post-effective amendment designates a new effective date for a previously filed post-effective amendment.

 

o This Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: ______.

 

o This Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: ______.

 

o This Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: ______.

 

Check each box that appropriately characterizes the Registrant:

 

x Registered Closed-End Fund (closed-end company that is registered under the Investment Company Act of 1940 (“Investment Company Act”)).

 

o Business Development Company (closed-end company that intends or has elected to be regulated as a business development company under the Investment Company Act).

 

x Interval Fund (Registered Closed-End Fund or a Business Development Company that makes periodic repurchase offers under Rule 23c-3 under the Investment Company Act).

 

o A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form).

 

o Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act).

 

o Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934 (“Exchange Act”).

 

o 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 7(a)(2)(B) of Securities Act.

 

o New Registrant (registered or regulated under the Investment Company Act for less than 12 calendar months preceding this filing).

 

Explanatory Note

 

This Post-Effective Amendment No. 2 to the Registrant’s Registration Statement on Form N-2 is being filed pursuant to paragraph (b)(1)(iii) of Rule 486 of the Securities Act of 1933, as amended (the “1933 Act”), solely for the purpose of delaying, until April 30, 2026, the effectiveness of the registration statement for First Eagle Real Estate Debt Fund, filed in Post-Effective Amendment No. 1 (“PEA No. 1”) on February 27, 2026, pursuant to paragraph (a) of Rule 486 of the 1933 Act. Since no other changes are intended to be made to PEA No. 1 by means of this filing, Parts A, B and C of PEA No. 1 are incorporated herein by reference.

 

PART A – PROSPECTUS

 

The Prospectus for First Eagle Real Estate Debt Fund is incorporated herein by reference to Part A of PEA No. 1.

 

PART B – STATEMENT OF ADDITIONAL INFORMATION

 

The Statement of Additional Information for First Eagle Real Estate Debt Fund is incorporated herein by reference to Part B of PEA No. 1.

 

PART C – OTHER INFORMATION

 

The Part C for First Eagle Real Estate Debt Fund is incorporated herein by reference to Part C of PEA No. 1.

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant certifies that this Registration Statement meets all of the requirements for effectiveness under Rule 486(b) and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, in the State of New York, on the 27th day of April 2026.

 

  FIRST EAGLE REAL ESTATE DEBT FUND
  (A Delaware statutory trust)
     
  By: /s/ Mehdi Mahmud
  Name: Mehdi Mahmud
  Title: President (Principal Executive Officer)

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name   Title   Date
         
*        
Lisa Anderson   Trustee   April 27, 2026
         
*        
John P. Arnhold   Trustee   April 27, 2026
         
*        
Candace K. Beinecke   Trustee   April 27, 2026
         
*        
Peter W. Davidson   Trustee   April 27, 2026
         
*        
Jean D. Hamilton   Trustee   April 27, 2026
         
*        
William M. Kelly   Trustee   April 27, 2026
         
*        
Paul J. Lawler   Trustee   April 27, 2026
         
*        
Mandakini Puri   Trustee   April 27, 2026
         
*        
Scott Sleyster   Trustee   April 27, 2026
         
/s/ Mehdi Mahmud        
Mehdi Mahmud   Trustee   April 27, 2026
         
/s/ Brandon Webster        
Brandon Webster   Chief Financial Officer
(Principal Financial Officer)
  April 27, 2026
         
/s/ Peter Manion        
Peter Manion   Chief Accounting Officer
(Principal Accounting Officer)
  April 27, 2026
 
*By: /s/ Mehdi Mahmud  
  Mehdi Mahmud,
Attorney-in-Fact