First Eagle Private Credit Fund Announces Parent's Acquisition by Victory Capital

What Happened First Eagle Private Credit Fund (the Fund) filed an 8‑K reporting that Victory Capital Holdings, Inc. (NASDAQ: VCTR) has entered a definitive agreement to acquire First Eagle Holdings, Inc., the parent of First Eagle Investment Management, LLC (the Fund’s adviser) and First Eagle Alternative Credit, LLC (the Fund’s subadviser). The transaction was announced August 26, 2026 and is expected to close in the first quarter of 2027 subject to customary closing conditions, fund/client consents and regulatory approvals.

Key Details

• Buyer: Victory Capital Holdings, Inc. (NASDAQ: VCTR); seller/owner: First Eagle Holdings, currently owned by Genstar Capital‑controlled vehicles and First Eagle employees. Genstar will become a strategic shareholder of Victory Capital.
• Impact on contracts: Under the Investment Company Act of 1940, the closing will be treated as an “assignment” of the Fund’s existing investment advisory and subadvisory agreements, causing those agreements to automatically terminate.
• Next steps: The Fund’s Board is expected to consider new advisory and subadvisory agreements—between the Fund, Victory Capital Management Inc. (an affiliate of Victory Capital) and First Eagle Alternative Credit, LLC—which, if approved by the Board, would be submitted to shareholders for approval and would only take effect on or after closing if shareholders approve. There is no assurance the Board or shareholders will approve.
• Operations: First Eagle Investment Management will operate on Victory Capital’s platform but retain the First Eagle brand. First Eagle Alternative Credit will join the alternative investments platform led by Napier Park Global Capital LLC and is expected to continue operating autonomously with no changes to its investment philosophies or processes, per the filing.

Why It Matters This 8‑K signals a potential change in who ultimately provides advisory services to the Fund. If the transaction closes, the Fund’s current advisory and subadvisory agreements will terminate by operation of law and new agreements will require Board and shareholder approval before replacing the current arrangements. Investors should watch for future proxy materials or consent requests and any disclosures about fees, service changes, or requested shareholder votes; until approvals occur, the Fund’s advisory relationships remain subject to change. A press release announcing the transaction was furnished as Exhibit 99.1 to the 8‑K.