Filing Details
- Accession Number:
- 0001123292-23-000088
- Form Type:
- 13D Filing
- Publication Date:
- 2023-07-19 20:00:00
- Filed By:
- Nextera Energy Inc
- Company:
- First Eagle Private Credit Fund
- Filing Date:
- 2023-07-20
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| NextEra Energy, Inc | 0 | 1,000,000 | 0 | 1,000,000 | 1,000,000 | 48.6% |
| Florida Power Light Company | 0 | 1,000,000 | 0 | 1,000,000 | 1,000,000 | 48.6% |
Filing
| UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
| |
| SCHEDULE 13D |
| Under the Securities Exchange Act of 1934 (Amendment No. )* |
| |
| First Eagle Private Credit Fund |
| (Name of Issuer) |
| |
| Common shares of beneficial interest, par value $0.001 per share |
| (Title of Class of Securities) |
| |
| N/A |
| (CUSIP Number) |
| |
| Charles E. Sieving Executive Vice President & General Counsel of NextEra Energy, Inc. Executive Vice President of Florida Power & Light Company 700 Universe Boulevard Juno Beach, Florida 33408 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communication) |
| |
| July 10, 2023 (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. [ ]
Note. Schedules filed in paper format shall include a
signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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).
| CUSIP No. N/A | | SCHEDULE 13D |
| 1 | NAMES OF REPORTING PERSONS | | ||||
| | | | | |||
| | | Florida Power & Light Company | | |||
| | | | | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ | ||||
| | | | (b) ☐ | |||
| | | | | |||
| 3 | SEC USE ONLY | |||||
| | | |||||
| 4 | SOURCE OF FUNDS (See Instructions) | | ||||
| | | | ||||
| | | WC | | |||
| | | | | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ☐ | ||||
| | | | | |||
| | | | | |||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | ||||
| | | | | |||
| | Florida | | ||||
| | | | | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | |||
| | | | ||||
| | | -0- | | |||
| | | | ||||
| 8 | SHARED VOTING POWER | | ||||
| | | | ||||
| | | 1,000,000 | | |||
| | | | ||||
| 9 | SOLE DISPOSITIVE POWER | | ||||
| | | | ||||
| | | -0- | | |||
| | | | ||||
| 10 | SHARED DISPOSITIVE POWER | | ||||
| | | | ||||
| | | 1,000,000 | | |||
| | | | | | | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | ||||
| | | | ||||
| | | 1,000,000 | | |||
| | | | ||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ☐ | ||||
| | | | ||||
| | | | | |||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | ||||
| | | | ||||
| | | 48.6% | | |||
| | | | ||||
| 14 | TYPE OF REPORTING PERSON (See Instructions) | | ||||
| | | | ||||
| | | CO | | |||
| | | | ||||
| CUSIP No. N/A |
SCHEDULE 13D
Item 1. Security and Issuer.
This statement on
Schedule 13D (this “Statement”) relates to common shares of beneficial interest, par value $0.001 per share (“Common Shares”), of First Eagle Private Credit Fund, a
Delaware statutory trust that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended (the “Issuer”), with its principal executive offices located at 1345 Avenue of the Americas, 48th
Floor, New York, New York 10105.
Item 2. Identity and Background.
(a), (b) and (c) This Statement is being filed by:
| 1. | NextEra Energy, Inc., a Florida corporation (“NextEra Energy”); and |
| 2. | Florida Power & Light Company, a Florida corporation (“FPL” and, together with NextEra Energy, the “Reporting Persons”). |
The address of the principal business office of NextEra Energy and
FPL is 700 Universe Boulevard, Juno Beach, Florida 33408.
NextEra Energy is a holding company incorporated in 1984 as a Florida corporation and conducts its operations principally through its
wholly owned subsidiaries, FPL and, indirectly through NextEra Energy Capital Holdings, Inc., NextEra Energy Resources, LLC and NextEra Energy Transmission, LLC (collectively “NEER”). FPL is a rate-regulated electric utility engaged primarily
in the generation, transmission, distribution and sale of electric energy in Florida. NEER currently owns, develops, constructs, manages and operates electric generation facilities in wholesale energy markets in the U.S. and Canada.
FPL has the power and authority to direct the investment and voting decisions of the trustee of the Florida Power & Light Company
Qualified Decommissioning Trusts for Turkey Point and St. Lucie Nuclear Plants (the “Trust”). The Trust directly owns the Common Shares that are the subject of this Statement.
The Trust is a nuclear decommissioning trust qualified under Section 468A of the Internal Revenue Code of 1986, as amended, the
purpose of which is to hold funds for future decommissioning of nuclear power plants and to comply with any order relating to decommissioning costs of the nuclear plants issued by the Florida Public Service Commission or the Federal Energy
Regulatory Commission. The Trust is governed by the laws of the State of Delaware to the extent not superseded by Federal law.
The directors and executive officers of NextEra Energy and FPL are listed on Schedule I attached hereto, which is incorporated herein
by reference into this Item 2 (“Schedule 1”).
(d) During the last five years, none of the Reporting Persons, or, to the best knowledge of the Reporting Persons, any of the other
persons set forth on Schedule 1, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other
persons set forth on Schedule 1, 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.
Item 3. Source and Amount of Funds or Other Consideration.
The information set forth in Items 4 and 6 hereof is
hereby incorporated by reference into this Item 3.
Item 4. Purpose of the Transaction. Pursuant to an aggregate capital commitment of $100,000,000, on July 10, 2023, the Trust purchased 1,000,000 Common Shares as an
investment at a price of $25.00 per Common Share, for an aggregate purchase price of $25,000,000. The source of funds for such purchase was cash on hand.
The information set forth in Items 3 and 6 hereof is
hereby incorporated by reference into this Item 4.
Except as described in this Statement, the Reporting Persons do not have any present plans or proposals that relate to or would result
in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although the Reporting Persons, at any time and from time to time, may review, reconsider and change their position and/or change their purpose and/or
develop such plans or proposals and may seek to influence management or the Board of the Issuer with respect to the business and affairs of the Issuer.
| CUSIP No. N/A | | SCHEDULE 13D |
Item 5. Interest in Securities of the Issuer.
(a) and (b) The information set forth in Items 7-13 of the
cover pages is hereby incorporated by reference into this Item 5(a) and (b).
The percentage calculations herein are based upon the statement in the Issuer’s Current Report on Form 8-K filed with the Commission
on July 5, 2023, that 2,052,000 Common Shares were to be issued on July 10, 2023 and the statement in the Issuer’s Amendment No. 1 on Form 10 filed with the Commission on May 31, 2023 that there were 4,000 Common Shares outstanding as of
April 30, 2023.
(c) The information set forth in Item 3 is hereby incorporated by reference into this Item 5(c).
The Common Shares were purchased in a private placement pursuant to a subscription agreement entered into with the Issuer.
Except as set forth in this Statement, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the
other persons set forth on Schedule 1, has effected any transactions in the Common Shares in the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer.
The information set forth in Items 3 and 4 hereof is
hereby incorporated by reference into this Item 6.
The Trust has committed to purchase up to $100,000,000 of Common Shares, of which $25,000,000, representing 1,000,000 Common Shares,
have been purchased as of the date hereof. Pursuant to the subscription agreement, additional Common Shares will be purchased upon the Issuer’s delivery of a capital drawdown notice to the Trust. Common Shares will be purchased at a price per
Common Share equal to the most recent net asset value per Common Share as determined by the Issuer’s Board.
Except as referenced above or described in Items 3 and 4 hereof, there are no other contracts, arrangements, understandings or
relationships among the Reporting Persons or between such Reporting Persons and any other person with respect to any securities of the Issuer.
The foregoing description of the subscription agreement set forth in this Item 6 does not purport to be complete and is qualified in its
entirety by reference to the full text of the form of subscription agreement which is filed as Exhibit B hereto and is incorporated herein by reference.
Item 7. Material to Be Filed as Exhibits.
The following are exhibits to this Statement:
| Exhibit A | Joint Filing Agreement.* |
| Exhibit B | Form of Subscription Agreement (incorporated by reference to Exhibit 4.1 of Amendment No. 1 to Form 10 filed by the Issuer with the Securities and Exchange Commission on May 31, 2023, File No. 000-56535). |
| * | Filed herewith. |
| 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.
Dates: July 20, 2023