Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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First Eagle Real Estate Debt Fund (Name of Issuer) |
Class I Common Shares of Beneficial Interest, $0.001 par value (Title of Class of Securities) |
32009F100 (CUSIP Number) |
Bleichroeder LP 1345 Avenue of the Americas, 47th Floor, New York, NY, 10105 (212) 698-3101 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/31/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 32009F100 |
| 1 |
Name of reporting person
Bleichroeder LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
380,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
99 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, PN |
SCHEDULE 13D
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| CUSIP No. | 32009F100 |
| 1 |
Name of reporting person
Bleichroeder Holdings LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Ea ch Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
380,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
99 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, OO |
SCHEDULE 13D
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| CUSIP No. | 32009F100 |
| 1 |
Name of reporting person
Andrew Gundlach | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
380,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
99 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class I Common Shares of Beneficial Interest, $0.001 par value | |
| (b) | Name of Issuer:
First Eagle Real Estate Debt Fund | |
| (c) | Address of Issuer's Principal Executive Offices:
1345 Avenue of the Americas, New York,
NEW YORK
, 10105. | |
Item 1 Comment:
This Schedule 13D relates to the Class I Common Shares of Beneficial Interest, $0.001 par value (the "Shares"), of First Eagle Real Estate Debt Fund, a closed-end management investment company organized as a Delaware statutory trust (the "Issuer"), and is being filed pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The address of the Issuer's principal executive offices is 1345 Avenue of the Americas, New York, New York 10105. | ||
| Item 2. | Identity and Background | |
| (a) | This Schedule 13D is being filed on behalf of Bleichroeder LP ("Bleichroeder"), with respect to Shares beneficially owned by it. The general partner of Bleichroeder is Bleichroeder Holdings LLC (the "General Partner"). Andrew Gundlach owns (through a trust) all of the equity interests of the General Partner and is the Chairman and CEO of Bleichroeder.The foregoing persons are hereinafter sometimes referred to as the Reporting Persons. Any disclosures herein with respect to persons other than the Reporting Persons are made on information believed to be accurate after making inquiry to the appropriate party. Bleichroeder is the investment manager or adviser to funds and/or managed accounts and may be deemed to have beneficial ownership over the Shares directly owned by the funds and managed accounts by virtue of the authority granted to it to vote and to dispose of the securities held by them. | |
| (b) | The address of the principal business and principal office of each of the Reporting Persons is 1345 Avenue of the Americas, 47th Floor, New York, NY 10105. | |
| (c) | The principal business of Bleichroeder is to serve as an investment manager or adviser to various investment partnerships and managed accounts. The principal business of the General Partner is to serve as General Partner of Bleichroeder. The principal business of Mr. Gundlach is to serve as the Chairman and CEO of Bleichroeder. | |
| (d) | During the last five (5) years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | During the last five (5) years, none of Bleichroeder, the General Partner or Mr. Gundlach has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | Bleichroeder is a limited partnership organized under the laws of the State of Delaware. The General Partner is a limited liability company organized under the laws of the State of Delaware. Mr. Gundlach is a United States Citizen. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
The Reporting Persons have voting and dispositive power over 380,000 Shares acquired at an aggregate cost of $9,500,000. The shares were acquired from the Issuer with funds from accounts managed by Bleichroeder. | ||
| Item 4. | Purpose of Transaction | |
The Reporting Persons acquired the Shares for the purpose of investment. First Eagle Investment Management, LLC, a limited liability company formed and existing under the laws of the State of Delaware ("FEIM"), serves as investment adviser to the Issuer and will be responsible for managing the Issuer's investment activities, subject to the supervision of the Issuer's Board of Trustees (the "Board"). FEIM is a subsidiary of First Eagle Holdings, Inc., a holding company ("FE Holdings").The Issuer is expected to be an "interval fund" and tender on a quarterly basis for a limited number of Shares. As such, there is the potential that investors in Shares will not be able to liquidate their investment in the Issuer as or when desired. In consideration for the acquisition of the Shares, FE Holdings, on behalf of itself and FEIM, has committed, if any of the managed accounts holding Shares seeks to tender all of its Shares for four (4) consecutive quarters following the first to occur of (x) the third (3rd) anniversary of the acquisition of the Shares and (y) prior to such third anniversary, following the Issuer reaching $250 million of assets under management, to acquire at net asset value (NAV) whatever Shares such fund or managed accounts retain following such quarterly tenders.Except as set forth herein, the Reporting Persons have no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D. The Reporting Persons intend to review the investment in the Issuer on a continuing basis and may engage in discussions with the investment adviser for the Issuer, the Board, other equity holders of the Issuer and other relevant parties with respect to the Reporting Persons' investment in the Shares, including, without limitation, the business, operations, governance, management, strategy, and future plans of the Issuer. Depending on various factors, including, without limitation, the outcome of any discussions referenced above, the Issuer's financial position and strategic direction, actions taken by the Board, price levels of the Shares, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate, including, without limitation, purchasing additional Shares or selling some or all of the Shares (including to the Issuer in response to a repurchase offer) and/or otherwise changing their intentions with respect to any and all matters referred to in Item 4 of Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | As of the date of this Schedule 13D, the Reporting Persons beneficially own in aggregate 380,000 Shares, representing 99% of the outstanding Shares. | |
| (b) | The Reporting Persons have shared voting and dispositive power over 380,000 Shares. | |
| (c) | Except as set forth herein, the Reporting Persons have not effected any transaction in the Shares during the past sixty days. | |
| (d) | No person other than the Reporting Persons and the managed accounts which hold the Shares is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The disclosure under Item 3 and Item 4 is incorporated herein by reference.Other than as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and any other person with respect to the securities of the Issuer. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.1:
Joint Filing Agreement | ||
| SIGNATURE | |
After reasonable 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.
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