UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): September 30, 2026 |
First Eagle Private Credit Fund
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
814-01642 |
87-6975595 |
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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1345 Avenue of the Americas |
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New York, New York |
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10105 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: (212) 698-3300 |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s) |
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Name of each exchange on which registered
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N/A |
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N/A |
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N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
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 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
The information contained in Item 8.01 of this Current Report on Form 8-K is incorporated into this Item 2.02 by reference.
Item 8.01 Other Events.
September 30, 2026 Schedule of Investments
The following table sets forth the Fund's Schedule of Investments and Unfunded Commitments as of September 30, 2026:
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Investments |
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Asset Type |
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Industry |
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Region |
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Reference Rate and Spread |
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Interest Rate Floor |
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Interest Rate |
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Maturity Date |
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Principal/ Shares |
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Amortized Cost |
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Fair Value |
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Unfunded Principal |
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Amentum Holdings, Inc. |
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(a) |
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First Lien |
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Aerospace & Defense |
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United States |
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S + 1.75% |
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0.00 |
% |
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5.65 |
% |
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9/29/2031 |
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$ |
1,477 |
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$ |
1,477 |
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$ |
1,477 |
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$ |
- |
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Bleriot US Bidco Inc. |
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(b) |
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First Lien |
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Aerospace & Defense |
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United States |
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S + 2.25% |
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0.00 |
% |
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6.32 |
% |
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10/31/2030 |
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1,990 |
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1,985 |
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1,992 |
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- |
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Karman Holdings Inc. |
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(b) |
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First Lien |
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Aerospace & Defense |
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United States |
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S + 2.25% |
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0.00 |
% |
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6.32 |
% |
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4/1/2032 |
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1,975 |
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1,967 |
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1,976 |
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- |
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VSE Corp. |
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(a) |
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First Lien |
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Aerospace & Defense |
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United States |
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S + 2.00% |
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0.00 |
% |
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5.90 |
% |
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5/5/2033 |
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1,995 |
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1,990 |
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2,006 |
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- |
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Air Buyer Inc. |
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(b) |
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First Lien |
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Air Freight & Logistics |
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United States |
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S + 5.50% |
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1.00 |
% |
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9.25 |
% |
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7/23/2030 |
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5,083 |
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5,038 |
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4,168 |
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- |
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Air Buyer Inc. (Revolver) |
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(b) |
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First Lien |
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Air Freight & Logistics |
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United States |
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S + 5.50% |
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1.00 |
% |
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9.26 |
% |
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7/23/2030 |
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348 |
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344 |
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255 |
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171 |
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Rand Parent LLC |
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(b) |
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First Lien |
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Air Freight & Logistics |
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United States |
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S + 3.00% |
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0.00 |
% |
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7.07 |
% |
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3/17/2030 |
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1,496 |
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1,493 |
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1,502 |
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- |
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Enthusiast Auto Holdings, LLC |
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(a) |
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First Lien |
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Automobile Components |
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United States |
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S + 4.50% |
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1.00 |
% |
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8.40 |
% |
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12/19/2027 |
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8,255 |
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8,255 |
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8,255 |
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- |
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Enthusiast Auto Holdings, LLC (Revolver) |
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(b) |
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First Lien |
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Automobile Components |
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United States |
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S + 4.50% |
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1.00 |
% |
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0.38 |
% |
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12/19/2027 |
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- |
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- |
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- |
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1,151 |
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Owl Vans, LLC |
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(a) |
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First Lien |
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Automobile Components |
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United States |
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S + 5.25% |
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1.00 |
% |
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9.15 |
% |
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12/31/2030 |
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3,056 |
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3,026 |
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3,011 |
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- |
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Owl Vans, LLC (Revolver) |
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(a) |
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First Lien |
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Automobile Components |
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United States |
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S + 5.25% |
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1.00 |
% |
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9.15 |
% |
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12/31/2030 |
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312 |
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301 |
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294 |
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888 |
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Groundworks Operations, LLC |
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(a) |
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First Lien |
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Building Products |
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United States |
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S + 3.50% |
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2.00 |
% |
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7.40 |
% |
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3/14/2031 |
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1,711 |
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1,714 |
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1,714 |
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- |
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The Mulch & Soil Company, LLC |
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(a) |
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First Lien |
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Building Products |
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United States |
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S + 6.50% |
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1.00 |
% |
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10.40 |
% |
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5/1/2028 |
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5,811 |
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5,769 |
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5,811 |
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- |
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The Mulch & Soil Company, LLC (Revolver) |
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(a) |
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First Lien |
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Building Products |
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United States |
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S + 6.50% |
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1.00 |
% |
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10.40 |
% |
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5/1/2028 |
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432 |
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428 |
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432 |
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259 |
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Apella Capital, LLC |
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(b) |
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First Lien |
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Capital Markets |
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United States |
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S + 5.50% |
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1.00 |
% |
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9.34 |
% |
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3/1/2029 |
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580 |
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573 |
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580 |
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- |
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Apella Capital, LLC |
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(b) |
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First Lien |
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Capital Markets |
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United States |
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S + 5.50% |
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1.00 |
% |
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9.57 |
% |
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3/1/2029 |
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981 |
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968 |
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981 |
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- |
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Apella Capital, LLC |
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(b) |
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First Lien |
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Capital Markets |
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United States |
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S + 5.50% |
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1.00 |
% |
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9.34 |
% |
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3/1/2029 |
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1,238 |
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1,226 |
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1,238 |
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- |
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Investments |
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Asset Type |
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Industry |
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Region |
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Reference Rate and Spread |
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Interest Rate Floor |
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Interest Rate |
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Maturity Date |
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Principal/ Shares |
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Amortized Cost |
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Fair Value |
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Unfunded Principal |
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Strategy Corps, LLC (Revolver) |
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(a) |
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First Lien |
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Professional Services |
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United States |
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S + 5.50% |
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1.00 |
% |
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9.40 |
% |
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6/28/2030 |
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404 |
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391 |
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379 |
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1,246 |
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CDK Global, Inc. |
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(b) |
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First Lien |
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Software |
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United States |
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S + 3.25% |
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0.00 |
% |
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7.32 |
% |
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7/6/2029 |
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990 |
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987 |
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530 |
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- |
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Irving Parent, Corp. |
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(b) |
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First Lien |
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Software |
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United States |
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S + 5.25% |
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1.00 |
% |
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9.32 |
% |
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3/11/2031 |
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16,424 |
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16,224 |
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16,095 |
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- |
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Irving Parent, Corp. (Revolver) |
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(b) |
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First Lien |
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Software |
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United States |
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S + 5.25% |
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1.00 |
% |
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9.27 |
% |
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3/11/2031 |
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715 |
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688 |
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667 |
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1,667 |
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BW Gas & Convenience Holdings, LLC |
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(a) |
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First Lien |
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Specialty Retail |
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United States |
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S + 3.61% |
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0.50 |
% |
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7.52 |
% |
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3/31/2028 |
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1,933 |
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1,933 |
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1,943 |
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- |
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Penney Holdings LLC |
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(a) |
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First Lien |
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Specialty Retail |
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United States |
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S + 8.13% |
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2.50 |
% |
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12.04 |
% |
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9/20/2030 |
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5,000 |
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4,895 |
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5,000 |
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- |
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Xcel Brands, Inc. (5,750 warrants) |
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Warrants |
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Specialty Retail |
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United States |
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N/A |
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0.00 |
% |
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N/A |
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12/12/2034 |
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6 |
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23 |
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1 |
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- |
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DXP Enterprises, Inc. |
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(a) |
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First Lien |
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Trading Companies & Distributors |
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United States |
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S + 3.25% |
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0.00 |
% |
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7.15 |
% |
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10/11/2030 |
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1,455 |
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1,449 |
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1,466 |
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- |
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Harrington Process Solutions |
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(b) |
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First Lien |
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Trading Companies & Distributors |
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United States |
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S + 4.00% |
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0.00 |
% |
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7.91 |
% |
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7/5/2033 |
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1,357 |
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1,350 |
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1,365 |
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- |
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Harrington Process Solutions (Delayed Draw) |
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(b) |
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First Lien |
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Trading Companies & Distributors |
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United States |
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S + 4.00% |
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0.00 |
% |
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1.00 |
% |
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7/5/2033 |
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- |
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- |
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1 |
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143 |
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Verde Purchaser, LLC |
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(b) |
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First Lien |
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Trading Companies & Distributors |
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United States |
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S + 4.00% |
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0.00 |
% |
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8.07 |
% |
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11/30/2030 |
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1,957 |
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1,951 |
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1,945 |
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- |
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White Cap Supply Holdings, LLC |
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(a) |
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First Lien |
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Trading Companies & Distributors |
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United States |
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S + 3.25% |
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0.00 |
% |
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7.15 |
% |
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10/19/2029 |
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1,958 |
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1,950 |
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1,950 |
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- |
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Total Investments |
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526,497 |
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Cash and cash equivalents |
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38,491 |
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Credit Facilities |
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(263,600 |
) |
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Other Liabilities less Assets |
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(9,174 |
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Net Assets |
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$ |
292,214 |
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(a) One month SOFR paying monthly.
(b) Three-month SOFR paying quarterly.
(c) Three-month SOFR paying monthly.
(d) Six-month SOFR paying quarterly.
(e) Prime paying quarterly.
(f) Position has not settled as of September 30, 2026. SOFR reference rate not established.
(g) Loan on non-accrual as of September 30, 2026.
Direct Lending
As of September 30, 2026, the Direct Lending Portfolio had the following characteristics:
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As of September 30, 2026 |
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Average EBITDA at investment close1 ($ millions) |
$ |
18.0 |
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Average LTV at investment close2 |
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38.4 |
% |
Average Leverage Ratio at investment close3 |
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3.5 |
x |
1 Average adjusted earnings before interest, taxes, depreciation and amortization ("EBITDA") at investment closing for the Direct Lending portfolio, weighted based on fair value of each respective investment. This calculation includes all Direct Lending investments for which fair value is determined by the Fund's valuation designee ("Valuation Designee") and excludes quoted assets and asset-based lending ("ABL" investments, as well as companies with negative or de minimis EBITDA. Amounts are derived from portfolio company financial statements at the time of investment closing, have not been independently estimated by the Fund, and may reflect a normalized or adjusted amount. Accordingly, the Fund makes no representation or warranty in respect of this information.
2 Average loan-to-value ("LTV") at investment closing represents the net ratio of loan-to-value for each Direct Lending portfolio company, weighted based on the fair value of each respective investment. This calculation includes all Direct Lending investments for which fair value is determined by the Valuation Designee and excludes quoted assets and ABL investments. LTV is calculated as the total net debt through each respective loan tranche divided by the estimated enterprise value of the portfolio company at time of investment closing. Amounts are derived from portfolio company financial statements at the time of investment closing, have not been independently estimated by the Fund, and may reflect a normalized or adjusted amount. Accordingly, the Fund makes no representation or warranty in respect of this information.
3 Average leverage ratio at investment closing represents the leverage ratio for each Direct Lending portfolio company, weighted based on the fair value of each respective investment. This calculation includes all Direct Lending investments for which fair value is determined by the Valuation Designee and excludes quoted assets and ABL investments, as well as companies with negative or de minimis EBITDA. Company leverage is calculated as the total debt as defined in the underlying applicable investment credit agreement through each respective loan tranche divided by the adjusted EBITDA as defined in the underlying applicable investment credit agreement of the portfolio company at the time of investment closing. Amounts were derived from portfolio company financial statements at the time of investment closing, have not been independently verified by the Fund, and may reflect a normalized or adjusted amount. Accordingly, the Fund makes no representation or warranty in respect of this information.
The information in Item 8.01 was not audited or reviewed or approved for purposes of financial statement preparation or as part of a comprehensive statement of the Fund’s financial results. In that regard, there can be no assurance that the Fund’s final results for the fiscal quarter ended September 30, 2026 will not differ materially from this information.
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 the liabilities of such section.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
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FIRST EAGLE PRIVATE CREDIT FUND |
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Date: |
October 28, 2026 |
By: |
/s/ Jennifer Wilson |
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Name: Title: |
Jennifer Wilson Chief Financial Officer and Treasurer |