13D Filings
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First Eagle Real Estate Debt Fund
Initial Filing
Ownership

99.00%

Total Shares

380,000

Issuer CIK

2006189

CUSIP

32009F100

Event Date

Mar 30, 2025

Accepted

Apr 7, 2025, 07:10 PM

SEC EDGARView Original Filing
Reporting Persons (3)
Joint Filing

This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.

NameType% of ClassAggregateSole VotingShared Voting
Bleichroeder LP
Investment Adviser
99.00%380,0000380,000
Bleichroeder Holdings LLC
Holding Company
99.00%380,0000380,000
Andrew Gundlach
Individual
99.00%380,0000380,000
Disclosure Items (7)

Security Title

Class I Common Shares of Beneficial Interest, $0.001 par value

Issuer Name

First Eagle Real Estate Debt Fund

Issuer Address

1345 Avenue of the Americas, New York, NY, 10105

Filing Persons

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.

Business Address

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.

Principal Occupation

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.

Convictions

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.

Citizenship

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.

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.

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.

Percentage of Class

As of the date of this Schedule 13D, the Reporting Persons beneficially own in aggregate 380,000 Shares, representing 99% of the outstanding Shares.

Number of Shares

The Reporting Persons have shared voting and dispositive power over 380,000 Shares.

Transactions

Except as set forth herein, the Reporting Persons have not effected any transaction in the Shares during the past sixty days.

Shareholders

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.

Date of 5% Ownership

Not applicable.

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.

Exhibit 99.1: Joint Filing Agreement