UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act file number 811-22241
Partners Group Private Equity (Master Fund), LLC
(Exact name of registrant as specified in charter)
c/o Partners Group (USA) Inc.
1114 Avenue of the Americas, 37th Floor
New York, NY 10036
(Address of principal executive offices) (Zip code)
Robert M. Collins
1114 Avenue of the Americas, 37th Floor
New York, NY 10036
(Name and address of agent for service)
Registrant's telephone number, including area code: (212) 908-2600
Date of fiscal year end: March 31
Date of reporting period: March 31, 2018
Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.
ITEM 1. REPORTS TO STOCKHOLDERS.
The Report to Shareholders is attached herewith.
PARTNERS GROUP PRIVATE EQUITY (MASTER FUND), LLC
(a Delaware Limited Liability Company)
Annual Report
For the Year Ended March 31, 2018
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Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Table of Contents
For the Year Ended March 31, 2018
Report of Independent Registered Public Accounting Firm | 1 |
Consolidated Schedule of Investments | 2-11 |
Consolidated Statement of Assets and Liabilities | 12 |
Consolidated Statement of Operations | 13 |
Consolidated Statements of Changes in Members’ Equity | 14 |
Consolidated Statement of Changes in Net Assets | 15 |
Consolidated Statement of Cash Flows | 16 |
Consolidated Financial Highlights | 17-18 |
Notes to Consolidated Financial Statements | 19-33 |
Fund Expenses | 34 |
Fund Management | 35-36 |
Other Information | 37-41 |
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Report of Independent Registered Public Accounting Firm
For the Year Ended March 31, 2018
To the Board of Managers and Members of
Partners Group Private Equity (Master Fund), LLC
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated statement of assets and liabilities, including the consolidated schedule of investments, of Partners Group Private Equity (Master Fund), LLC and its subsidiaries (the “Fund”) as of March 31, 2018, the related consolidated statements of operations and of cash flows for the year ended March 31, 2018, the consolidated statement of changes in members’ equity for the period April 1, 2016 through December 31, 2016 and the consolidated statement of changes in net assets for the period January 1, 2017 through March 31, 2017 and the year ended March 31, 2018, including the related notes, and the consolidated financial highlights for each of the periods indicated (collectively referred to as the “financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Fund as of March 31, 2018, the results of their operations and their cash flows for the year then ended, the changes in their members’ equity for the period April 1, 2016 through December 31, 2016 and the changes in their net assets for the period January 1, 2017 through March 31, 2017 and the year ended March 31, 2018 and the financial highlights for each of the periods indicated in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our procedures included confirmation of securities owned as of March 31, 2018 by correspondence with the custodian, portfolio company investees, private equity funds or agent banks and the application of alternative auditing procedures where replies had not been received. We believe that our audits provide a reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
Dallas, Texas
May 30, 2018
We have served as the auditor of one or more investment companies in the Partners Group investment company group since 2010.
1
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Consolidated Schedule of Investments –
March 31, 2018
INVESTMENT PORTFOLIO AS A PERCENTAGE OF TOTAL NET ASSETS
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Common Stocks (3.78%) Asia - Pacific (0.19%) | | Industry | | Acquisition Date | | Shares | | | Fair Value | |
APA Group | | Utilities | | 02/11/16 | | | 648,000 | | | $ | 3,907,349 | |
Cheung Kong Infrastructure Holdings Ltd. | | Utilities | | 02/11/16 | | | 300,000 | | | | 2,450,263 | |
Total Asia - Pacific (0.19%) | | | | | | | | | | | 6,357,612 | |
| | | | | | | | | | | | |
North America (1.76%) | | | | | | | | | | | | |
American Water Works Co., Inc. | | Utilities | | 02/10/16 | | | 52,000 | | | | 4,270,760 | |
Ares Capital Corp. | | Diversified Financial Services | | 02/10/16 | | | 344,000 | | | | 5,459,280 | |
Atmos Energy Corp. | | Utilities | | 02/10/16 | | | 69,600 | | | | 5,861,712 | |
Brookfield Infrastructure Partners, L.P. | | Utilities | | 02/10/16 | | | 98,150 | | | | 4,084,021 | |
Crown Castle International Corp. | | Communication | | 02/10/16 | | | 46,000 | | | | 5,040,680 | |
Enbridge, Inc. | | Utilities | | 02/10/16 | | | 144,500 | | | | 4,542,071 | |
Fortis Inc. | | Utilities | | 12/18/17 | | | 147,000 | | | | 4,957,137 | |
KKR & Co. L.P. | | Diversified Financial Services | | 02/10/16 | | | 244,000 | | | | 4,950,760 | |
New Mountain Finance Corp. | | Diversified Financial Services | | 02/10/16 | | | 397,000 | | | | 5,220,550 | |
Onex Corporation | | Diversified Financial Services | | 02/10/16 | | | 33,000 | | | | 2,378,776 | |
Republic Services Inc. | | Commercial & Professional Services | | 08/28/17 | | | 55,000 | | | | 3,642,650 | |
Solar Capital Ltd | | Diversified Financial Services | | 08/28/17 | | | 118,000 | | | | 2,396,580 | |
Union Pacific Corp. | | Transportation | | 06/24/16 | | | 37,500 | | | | 5,039,625 | |
Total North America (1.76%) | | | | | | | | | | | 57,844,602 | |
| | | | | | | | | | | | |
Western Europe (1.83%) | | | | | | | | | | | | |
Brilliant Circle Holdings International Ltd. | | Diversified Financial Services | | 04/14/11 | | | 12,448,515 | | | | 1,633,762 | |
Eurazeo SA | | Diversified Financial Services | | 12/12/16 | | | 26,500 | | | | 2,435,035 | |
Eutelsat Communications SA | | Communication | | 09/22/16 | | | 165,000 | | | | 3,261,659 | |
Flughafen Zuerich AG | | Transportation | | 07/01/16 | | | 18,700 | | | | 4,117,790 | |
Gimv N.V. | | Diversified Financial Services | | 02/10/16 | | | 74,500 | | | | 4,504,208 | |
HgCapital Trust PLC | | Diversified Financial Services | | 02/10/16 | | | 187,056 | | | | 4,633,466 | |
HICL Infrastructure Co. Ltd. | | Social Infrastructure | | 03/24/16 | | | 4,008,863 | | | | 7,640,303 | |
ICG Graphite Enterprise Trust PLC | | Diversified Financial Services | | 02/10/16 | | | 383,777 | | | | 4,233,417 | |
Intermediate Capital Group PLC | | Diversified Financial Services | | 12/12/16 | | | 163,000 | | | | 2,245,265 | |
Investor AB | | Diversified Financial Services | | 08/28/17 | | | 106,000 | | | | 4,688,479 | |
National Grid PLC | | Utilities | | 02/10/16 | | | 317,250 | | | | 3,571,691 | |
Sofina SA | | Diversified Financial Services | | 01/10/18 | | | 11,500 | | | | 1,946,502 | |
Terna Rete Elettrica Nazionale SpA | | Utilities | | 01/05/18 | | | 724,000 | | | | 4,229,406 | |
Veolia Environnement SA | | Utilities | | 08/28/17 | | | 130,000 | | | | 3,077,513 | |
Vinci SA | | Transportation | | 02/10/16 | | | 79,500 | | | | 7,813,625 | |
Total Western Europe (1.83%) | | | | | | | | | | | 60,032,121 | |
| | | | | | | | | | | | |
Total Common Stocks (Cost $117,606,950)(3.78%) | | | | | | | | $ | 124,234,335 | |
The accompanying notes are an integral part of these Consolidated Financial Statements.
2
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Consolidated Schedule of Investments –
March 31, 2018 (continued)
Private Equity Investments (77.83%) Direct Investments * (59.77%) Direct Equity (37.59%) | | Investment Type | | Acquisition Date | | Shares | | | Fair Value** | |
Asia - Pacific (4.65%) | | | | | | | | | | |
AAVAS Financiers Limited a, b | | Common equity | | 06/23/16 | | | 7,516,440 | | | $ | 46,668,848 | |
Argan Mauritius Limited a | | Common equity | | 05/09/16 | | | 212,430 | | | | 21,729,873 | |
Continuity CNC Capital Ltd. a | | Preferred equity | | 03/03/18 | | | 27,897,889 | | | | 27,897,888 | |
Continuity CNC Capital Ltd. a | | Common equity | | 03/03/18 | | | 102,111 | | | | 102,112 | |
Craveable Brands Limited a | | Common equity | | 09/30/11 | | | 160,209 | | | | 967,637 | |
Fermo Limited a, d | | Common equity | | 04/24/12 | | | — | | | | 287,179 | |
Huntress Co-Investment L.P., 1 a, b, c | | Limited partnership interest | | 04/08/16 | | | — | | | | 50,241,895 | |
Kowloon Co-Investment, L.P. a, c | | Limited partnership interest | | 11/04/15 | | | — | | | | 3,225,190 | |
The Baring Asia Private Equity Fund VI Co-Investment L.P. a, c | | Limited partnership interest | | 12/30/16 | | | — | | | | 1,627,332 | |
Total Asia - Pacific (4.65%) | | | | | | | | | | | 152,747,954 | |
| | | | | | | | | | | | |
North America (16.56%) | | | | | | | | | | | | |
Acrisure Investment Holdings, LLC a | | Member interest | | 11/21/16 | | | 14,779,221 | | | | 27,225,450 | |
Affordable Care Holding Corp. a | | Common equity | | 10/22/15 | | | 89,928 | | | | 9,768,870 | |
AP VIII Prime Security Serviced Holdings, L.P. a, c | | Limited partnership interest | | 05/02/16 | | | — | | | | 11,890,494 | |
Apollo Co-Investors (MHE), L.P. a, c | | Limited partnership interest | | 05/21/13 | | | — | | | | 8,749,514 | |
AqGen Island Intermediate Holdings II, Inc. a | | Common equity | | 12/03/15 | | | 1,189 | | | | 2,117,841 | |
Aurora Products Group, LLC a, c, d | | Member interest | | 06/29/12 | | | — | | | | 12,239 | |
CapitalSpring Finance Company, LLC a | | Common equity | | 10/03/14 | | | 3,020,546 | | | | 5,459,799 | |
CB Herff Jones Buyer HoldCo. / Varsity Brands Holding Co. a | | Common equity | | 12/11/14 | | | 9,836,554 | | | | 12,884,821 | |
CB Poly Holdings, LLC a | | Preferred equity | | 08/16/16 | | | 171,270 | | | | 19,924,065 | |
CD&R Univar Co-Investor, L.P. a, c | | Limited partnership interest | | 11/15/10 | | | — | | | | 957,550 | |
Desserts LLC a | | Preferred equity | | 02/08/16 | | | 7,989 | | | | 9,577,479 | |
ECP Holding Company, LLC a, b | | Preferred equity | | 03/15/16 | | | 9,753,907 | | | | 12,075,591 | |
Elgin Co-Investment, L.P.2 a, c | | Limited partnership interest | | 11/28/16 | | | — | | | | 27,155,267 | |
EXW Coinvest L.P. a, c | | Limited partnership interest | | 06/22/16 | | | — | | | | 36,956,822 | |
GC Athena Co-invest, L.P. a, c | | Limited partnership interest | | 06/16/16 | | | — | | | | 10,499,463 | |
Gemini Global Holdings Investor, LLC a, c, e | | Member interest | | 06/17/11 | | | — | | | | 1,798,709 | |
Goldcup Merger Sub, Inc. a | | Common equity | | 05/02/16 | | | 5,648,649 | | | | 8,021,731 | |
IG Igloo Holdings, Inc. a | | Common equity | | 05/11/16 | | | 9,058 | | | | 32,020,770 | |
KLFS Holdings, L.P. a, c, d | | Limited partnership interest | | 12/16/10 | | | — | | | | 13,600 | |
KOUS Holdings, Inc. a | | Common equity | | 08/21/15 | | | 10,950,000 | | | | 17,814,686 | |
KSBR Holding Corp. a | | Common equity | | 12/17/10 | | | 819,160 | | | | 1,524,047 | |
MHS Acquisition Holdings, LLC a, b | | Common equity | | 08/18/17 | | | 8,218,840 | | | | 7,591,302 | |
MHS Blocker Purchaser L.P. a, b, c | | Limited partnership interest | | 03/17/17 | | | — | | | | 29,621,397 | |
NDES Holdings, LLC a, c | | Member interest | | 09/19/11 | | | — | | | | 8,378,375 | |
NTS Holding Corporation, Inc. a | | Common equity | | 11/21/13 | | | 2,740 | | | | 2,056,939 | |
OHCP IV SF COI, L.P. a, b | | Limited partnership interest | | 01/31/18 | | | — | | | | 21,760,000 | |
Onecall Holdings, L.P. a, b, c | | Limited partnership interest | | 11/29/17 | | | — | | | | 78,652,850 | |
Polaris Investment Holdings, L.P a, c | | Limited partnership interest | | 06/07/16 | | | — | | | | 23,139,529 | |
QOL Meds Holding Company, LLC a | | Common equity | | 12/05/13 | | | 15,750,000 | | | | 24,535,027 | |
S-Evergreen Holding Corp. a | | Common equity | | 07/17/12 | | | 226,635 | | | | 1 | |
Safari Co-Investment L.P. a, c | | Limited partnership interest | | 03/14/18 | | | — | | | | 6,739,319 | |
Silver Lake Sumeru Marlin Co-Invest Fund, L.P. a, c | | Limited partnership interest | | 05/14/12 | | | — | | | | 1,464,806 | |
SLP West Holdings Co-Invest Feeder II, L.P. a, c | | Limited partnership interest | | 08/18/17 | | | — | | | | 25,922,061 | |
Snacks Parent Corporation a, c, d | | Preferred equity | | 05/23/13 | | | — | | | | 17,655 | |
SPH GRD Holdings, LLC a | | Common equity | | 06/18/13 | | | 1,021,314 | | | | 29,728,811 | |
Spring Topco Limited a, d, f | | Common equity | | 11/24/10 | | | 772,737 | | | | 1 | |
THL Equity Fund VI Investors (BKFS), L.P. a, c | | Limited partnership interest | | 12/30/13 | | | — | | | | 9,320,504 | |
TKC Topco LLC a | | Common equity | | 10/14/16 | | | 4,632,829 | | | | 2,896,667 | |
Velocity Holdings Corp. a | | Common equity | | 06/08/12 | | | 3,749,777 | | | | 15,289,517 | |
Total North America (16.56%) | | | | | | | | | | | 543,563,569 | |
3
The accompanying notes are an integral part of these Consolidated Financial Statements.
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Consolidated Schedule of Investments –
March 31, 2018 (continued)
Private Equity Investments (continued) Direct Investments * (continued) Direct Equity (continued) | | Investment Type | | Acquisition Date | | Shares | | | Fair Value** | |
Rest of World (0.00%) | | | | | | | | | | |
Helios Towers Africa a, f | | Limited partnership interest | | 12/05/14 | | | — | | | $ | — | |
Total Rest of World (0.00%) | | | | | | | | | | | — | |
| | | | | | | | | | | | |
South America (0.61%) | | | | | | | | | | | | |
Carlyle Retail Turkey Partners, L.P. a, c | | Limited partnership interest | | 07/11/13 | | | — | | | | 8,213,869 | |
Centauro Co-Investment Fund, L.P. a, c | | Limited partnership interest | | 11/28/13 | | | — | | | | 5,129,551 | |
DLJSAP BookCO, LLC a | | Member interest | | 04/23/10 | | | 16,958 | | | | 360,818 | |
GTS II Cayman Corporation a | | Common equity | | 07/24/13 | | | 2,823,797 | | | | 6,388,149 | |
Total South America (0.61%) | | | | | | | | | | | 20,092,387 | |
| | | | | | | | | | | | |
Western Europe (15.77%) | | | | | | | | | | | | |
Astorg Co-Invest SGG, FCPI a, b, c | | Limited partnership interest | | 02/10/16 | | | — | | | | 25,159,613 | |
Camelia Investment 1 Limited a, b | | Common equity | | 10/12/17 | | | 86,978 | | | | 95,030,236 | |
Camelia Investment 1 Limited a, b | | Preferred equity | | 10/12/17 | | | 6,771,302,200 | | | | 122,067 | |
Capri Acquisitions Topco Limited a | | Common equity | | 11/01/17 | | | 199,125,001 | | | | 91,167,214 | |
Capri Acquisitions Topco Limited a | | Preferred equity | | 11/01/17 | | | 144,437 | | | | 400,609 | |
Capvis IV Co-Investors Faster L.P. a, b, c | | Limited partnership interest | | 09/24/14 | | | — | | | | 47,441,787 | |
CCM Mezzanine Co-Invest, L.P. a, c, d | | Limited partnership interest | | 01/23/13 | | | — | | | | 5,667 | |
Ceramtec Co-Investment (1) L.P. a | | Limited partnership interest | | 02/20/18 | | | — | | | | 22,656,890 | |
Ciddan S.a.r.l. a | | Preferred equity | | 09/15/17 | | | 23,249,522 | | | | 28,960,973 | |
Ciddan S.a.r.l. a | | Common equity | | 09/15/17 | | | 12,263,242 | | | | 17,346,565 | |
Eurodrip Co-Investment Fund I, L.P. a, c | | Limited partnership interest | | 03/18/13 | | | — | | | | 3,979,902 | |
Fides S.p.A a | | Common equity | | 12/15/16 | | | 1,096,526 | | | | 2,436,916 | |
Frontmatec Holding III ApS a | | Common equity | | 09/23/16 | | | 214,422,725 | | | | 27,545,366 | |
Global Blue Holding, L.P a, c | | Limited partnership interest | | 07/31/12 | | | — | | | | 18,218,778 | |
Hogan S.a r.l. a | | Preferred equity | | 12/22/11 | | | 1,810,271 | | | | 727,759 | |
Hogan S.a r.l. a | | Common equity | | 12/22/11 | | | 272,221 | | | | 1 | |
Kaffee Partner Holding GmbH a | | Common equity | | 05/28/10 | | | 1,237 | | | | 84,959 | |
KKR Matterhorn Co-Invest L.P. a, c | | Limited partnership interest | | 11/02/12 | | | — | | | | 2,715,472 | |
Peer Holding I BV a | | Common equity | | 11/17/11 | | | 3,965,441 | | | | 61,704,541 | |
Quadriga Capital IV Investment Holding II L.P. a, b, c | | Limited partnership interest | | 09/09/16 | | | — | | | | 22,953,912 | |
R&R Co-Invest FCPR a, c, e | | Limited partnership interest | | 07/05/13 | | | — | | | | 31,490,437 | |
S.TOUS, S.L a | | Common equity | | 10/06/15 | | | 622 | | | | 17,375,128 | |
Total Western Europe (15.77%) | | | | | | | | | | | 517,524,792 | |
| | | | | | | | | | | | |
Total Direct Equity (37.59%) | | | | | | | | | | $ | 1,233,928,702 | |
Private Equity Investments (continued) Direct Investments * (continued) Direct Debt (22.18%) | | Interest | | Acquisition Date | | Maturity Date | | Investment Type | | Principal | | | Fair Value** | |
Asia - Pacific (1.07%) | | | | | | | | | | | | | | |
Casmar (Australia) PTY Ltd. a | | Cash 5.50% + L (1.00% Floor)^^ | | 04/11/17 | | 12/20/23 | | Senior | | $ | 7,043,988 | | | $ | 7,321,664 | |
Casmar (Australia) PTY Ltd. a | | Cash 9.25% + BBSY (1.00% Floor)^^ | | 12/20/16 | | 12/20/24 | | Second Lien | | | 12,811,375 | | | | 13,992,955 | |
Stiphout Finance, LLC a | | Cash 3.25% + L (1.00% Floor)^^ | | 10/30/15 | | 10/26/22 | | Senior | | | 6,940,350 | | | | 7,011,006 | |
Stiphout Finance, LLC a | | Cash 7.25% + L (1.00% Floor)^^ | | 10/30/15 | | 10/26/23 | | Second Lien | | | 6,680,094 | | | | 6,783,027 | |
Total Asia - Pacific (1.07%) | | | | | | | | | | | | | | | 35,108,652 | |
| | | | | | | | | | | | | | | | |
North America (14.47%) | | | | | | | | | | | | | | | | |
Affordable Care Holding Corp. a | | Cash 8.50% + L (1.00% Floor)^^ | | 10/22/15 | | 04/22/23 | | Second Lien | | | 16,271,348 | | | | 16,861,500 | |
AqGen Ascensus, Inc. a | | Cash 9.00% + L (1.00% Floor)^^ | | 12/04/15 | | 12/03/23 | | Second Lien | | | 26,713,800 | | | | 27,540,000 | |
Arterra Wines Canada, Inc. a | | Cash 8.25% + L (1.00% Floor)^ | | 12/16/16 | | 12/16/24 | | Second Lien | | | 18,146,021 | | | | 19,416,930 | |
Avantor Performance Materials, Inc. a | | Cash 4.00% + L (1.00% Floor)^ | | 12/22/17 | | 09/20/24 | | Senior | | | 13,951,500 | | | | 14,331,216 | |
The accompanying notes are an integral part of these Consolidated Financial Statements.
4
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Consolidated Schedule of Investments –
March 31, 2018 (continued)
Private Equity Investments (continued) Direct Investments * (continued) Direct Debt (continued) | | Interest | | Acquisition Date | | Maturity Date | | Investment Type | | Principal | | | Fair Value** | �� |
North America (continued) | | | | | | | | | | | | | | |
Bioclinica Holding I, L.P. a | | Cash 8.25% + L (1.00% Floor)^^ | | 11/04/16 | | 10/20/24 | | Second Lien | | $ | 20,335,000 | | | $ | 20,127,500 | |
Bright Horizons Family Solutions, Inc. a | | Cash 2.00% + L (0.75% Floor)^ | | 02/21/18 | | 11/07/23 | | Senior | | | 5,984,812 | | | | 6,010,892 | |
Bullhorn, Inc. a | | Cash 6.75% + L (1.00% Floor)^^ | | 11/21/17 | | 11/21/22 | | Senior | | | 13,680,320 | | | | 13,751,282 | |
CapitalSpring Finance Company, LLC a | | Cash 8.00% | | 03/01/17 | | 02/10/23 | | Mezzanine | | | 2,677,212 | | | | 2,710,305 | |
CapitalSpring Finance Company, LLC a | | PIK 5.00% | | 03/01/17 | | 02/10/23 | | Mezzanine | | | 9,215,030 | | | | 9,215,030 | |
CDRH Parent, Inc. a | | Cash 8.00% + L (1.00% Floor)^^ | | 08/06/14 | | 07/01/22 | | Second Lien | | | 9,900,000 | | | | 6,300,000 | |
CVS Holdings I, L.P. a | | Cash 3.00% + L (1.00% Floor)^^ | | 03/05/18 | | 02/06/25 | | Senior | | | 1,895,250 | | | | 1,892,885 | |
Diamond Parent Midco, Inc. a | | Cash 6.25% + L (1.00% Floor)^^ | | 12/23/16 | | 04/15/22 | | Senior | | | 2,016,725 | | | | 2,047,911 | |
Diamond Parent Midco, Inc. a, f | | Cash 6.50% + L (1.00% Floor)^^ | | 01/19/18 | | 04/15/22 | | Senior | | | 1,230,660 | | | | — | |
Diamond Parent Midco, Inc. a | | Cash 6.75% + L (1.00% Floor)^^ | | 12/23/16 | | 04/15/22 | | Senior | | | 20,636,775 | | | | 20,956,725 | |
Diamond Parent Midco, Inc. a | | Cash 6.50% + L (1.00% Floor)^^ | | 12/23/16 | | 04/15/22 | | Senior | | | 6,397,124 | | | | 6,486,144 | |
Evergreen ACQCO1 L.P. a | | Cash 8.00%; PIK 2.75% | | 07/17/12 | | 07/11/22 | | Mezzanine | | | 6,331,258 | | | | 5,267,719 | |
Explorer Holdings, Inc. a | | Cash 8.25% + L (1.00% Floor)^^ | | 11/27/17 | | 05/02/24 | | Second Lien | | | 10,371,240 | | | | 10,692,000 | |
First Data Corporation a | | Cash 2.25% + L ^ | | 03/05/18 | | 07/08/22 | | Senior | | | 5,012,500 | | | | 5,013,000 | |
Global Tel*Link Corporation a | | Cash 4.00% + L (1.25% Floor)^ | | 06/13/13 | | 11/23/20 | | Senior | | | 3,835,695 | | | | 3,864,463 | |
Global Tel*Link Corporation a | | Cash 8.25% + L (1.25% Floor)^^ | | 06/13/13 | | 11/23/20 | | Second Lien | | | 10,094,000 | | | | 24,292,933 | |
Goldcup Merger Sub, Inc. a | | Cash 9.25% + L (1.00% Floor)^^ | | 05/02/16 | | 05/02/24 | | Second Lien | | | 40,546,000 | | | | 41,800,000 | |
Gopher Sub Inc. a, f | | Cash 3.00% + L (0.75% Floor)^^ | | 03/02/18 | | 02/03/25 | | Senior | | | 695,032 | | | | — | |
Gopher Sub Inc. a | | Cash 3.00% + L (0.75% Floor)^^ | | 03/02/18 | | 02/03/25 | | Senior | | | 6,486,968 | | | | 6,503,226 | |
Infoblox Inc. a | | Cash 5.00% + L (1.00% Floor)^ | | 11/21/16 | | 11/07/23 | | Senior | | | 5,250,077 | | | | 5,449,809 | |
Infoblox Inc. a | | Cash 2.50% + L (1.00% Floor)^^^ | | 03/01/18 | | 02/01/24 | | Senior | | | 1,997,500 | | | | 1,998,750 | |
Infoblox Inc. a | | Cash 8.75% + L (1.00% Floor)^ | | 11/18/16 | | 11/07/24 | | Second Lien | | | 21,638,400 | | | | 22,212,480 | |
Interstate Hotels Holding a | | Cash 4.75% + L (1.00% Floor)^^ | | 05/18/16 | | 05/03/22 | | Senior | | | 29,250,215 | | | | 29,476,339 | |
KSBR Holding Corp. a | | Cash 11.00% | | 08/24/12 | | 08/27/22 | | Mezzanine | | | 3,814,272 | | | | 6,384,000 | |
LTI Holdings, Inc. a | | Cash 3.50% + L (1.00% Floor)^ | | 03/13/18 | | 05/16/24 | | Senior | | | 4,488,750 | | | | 4,516,875 | |
McAfee, LLC a | | Cash 4.50% + L (1.00% Floor)^^ | | 02/02/18 | | 09/27/24 | | Senior | | | 3,478,103 | | | | 3,531,587 | |
Mitchell International, Inc. a, f | | Cash 3.25% + L^ | | 12/21/17 | | 12/01/24 | | Senior | | | 626,866 | | | | — | |
Mitchell International, Inc. a | | Cash 3.25% + L^ | | 12/21/17 | | 12/01/24 | | Senior | | | 7,734,269 | | | | 7,784,794 | |
Netsmart Technologies, Inc. a | | Cash 9.50% + L (1.00% Floor)^^ | | 05/05/16 | | 10/19/23 | | Second Lien | | | 21,816,000 | | | | 22,838,625 | |
NTS Holding Corporation, Inc a | | Cash 6.25% + L (1.00% Floor)^^ | | 06/19/15 | | 06/12/21 | | Senior | | | 7,147,517 | | | | 7,342,567 | |
OEConnection LLC a | | Cash 4.00% + L (1.00% Floor)^^ | | 12/21/17 | | 11/22/24 | | Senior | | | 2,977,500 | | | | 3,011,203 | |
Pearl Intermediate Parent LLC a, f | | Cash 2.75% + L ^ | | 03/16/18 | | 02/14/25 | | Senior | | | 863,636 | | | | — | |
Pearl Intermediate Parent LLC a | | Cash 2.75% + L ^ | | 03/16/18 | | 02/14/25 | | Senior | | | 2,929,023 | | | | 2,909,760 | |
Pet Holdings ULC a | | Cash 5.50% + L (1.00% Floor)^^ | | 07/08/16 | | 07/05/22 | | Senior | | | 9,727,609 | | | | 9,778,133 | |
Plano Molding Company, LLC a | | Cash 6.00% + L (1.00% Floor)^^ | | 05/12/15 | | 05/12/21 | | Second Lien | | | 6,045,511 | | | | 5,106,760 | |
Pretium Packaging LLC a | | Cash 5.75% + L (1.00% Floor)^^ | | 11/23/16 | | 11/14/22 | | Senior | | | 2,550,663 | | | | 9,312,918 | |
Pretium Packaging LLC a | | Cash 9.50% + L (1.00% Floor)^^ | | 12/01/16 | | 05/14/23 | | Second Lien | | | 10,369,885 | | | | 10,635,560 | |
Prime Security Services Borrower, LLC a | | Cash 9.25% | | 05/02/16 | | 05/15/23 | | Second Lien | | | 9,608,312 | | | | 10,415,524 | |
Prometric Holdings, Inc. a | | Cash 7.50% + L (1.00% Floor)^^ | | 01/29/18 | | 01/29/26 | | Second Lien | | | 26,049,350 | | | | 26,855,000 | |
Safe Fleet Holdings LLC a, b | | Cash 3.00% + L (1.00% Floor)^^ | | 03/05/18 | | 02/03/25 | | Senior | | | 2,094,750 | | | | 2,106,563 | |
Tierpoint LLC a | | Cash 8.75% + L (1.00% Floor)^ | | 04/18/16 | | 12/02/22 | | Second Lien | | | 12,870,000 | | | | 13,571,685 | |
Utz Quality Foods, LLC a | | | | 01/16/18 | | 11/14/24 | | Senior | | | 4,776,000 | | | | 4,856,256 | |
Total North America (14.47%) | | | | | | | | | | | | | | | 475,176,849 | |
| | | | | | | | | | | | | | | | |
Western Europe (6.64%) | | | | | | | | | | | | | | | | |
AI Alabama Midco BV a | | Cash 8.00% + L (1.00% Floor)^^ | | 07/10/15 | | 07/06/23 | | Second Lien | | | 6,173,054 | | | | 6,303,940 | |
Alpha Bidco SAS a | | Cash 3.50% + E## | | 02/12/16 | | 01/29/23 | | Senior | | | 19,131,040 | | | | 21,189,756 | |
Autoform Lux S.a.r.l a | | Cash 4.00% + L^^ | | 07/22/16 | | 07/21/23 | | Senior | | | 3,306,603 | | | | 3,323,136 | |
Autoform Lux S.a.r.l a | | Cash 3.75% + E## | | 07/22/16 | | 07/21/23 | | Senior | | | 5,890,176 | | | | 6,894,541 | |
CeramTec GmbH a | | Cash 3.00% + E# | | 03/29/18 | | 03/07/25 | | Senior | | | 6,135,099 | | | | 6,141,649 | |
5
The accompanying notes are an integral part of these Consolidated Financial Statements.
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Consolidated Schedule of Investments –
March 31, 2018 (continued)
Private Equity Investments (continued) Direct Investments * (continued) Direct Debt (continued) | | Interest | | Acquisition Date | | Maturity Date | | Investment Type | | Principal | | | Fair Value** | |
Western Europe (continued) | | | | | | | | | | | | | | |
CFS 811 B.V. a | | Cash 7.25% + E (0.75% Floor)## | | 06/19/15 | | 06/21/21 | | Senior | | $ | 11,557,965 | | | $ | 14,109,191 | |
Crown Finance US, Inc. a | | Cash 2.50% + L ^ | | 03/20/18 | | 02/28/18 | | Senior | | | 5,187,000 | | | | 5,199,298 | |
Evergood 4 ApS a | | Cash 3.25% + E# | | 02/23/18 | | 02/06/25 | | Senior | | | 10,849,658 | | | | 10,844,031 | |
Hurtigruten AS a | | Cash 4.00% + E## | | 02/28/18 | | 02/07/25 | | Senior | | | 5,123,360 | | | | 5,176,810 | |
IWH UK Finco Limited a | | Cash 4.00% + E# | | 02/28/18 | | 11/28/24 | | Senior | | | 5,886,679 | | | | 5,975,924 | |
Knightrider S.a.r.l. a | | Cash 3.50% + L (1.00% Floor)^^ | | 09/25/13 | | 08/14/20 | | Senior | | | 7,934,302 | | | | 8,679,287 | |
Lary 3 AB a | | Cash 5.00% + E# | | 08/09/16 | | 07/20/23 | | Senior | | | 10,137,883 | | | | 11,336,372 | |
Mercury BondCo PLC a | | Cash 8.75% + E### | | 12/15/16 | | 05/30/21 | | Senior | | | 26,129,136 | | | | 31,490,433 | |
Onex Wizard Acquisition Company II S.C.A. a | | Cash 3.75% + E# | | 03/19/15 | | 03/19/22 | | Senior | | | 7,415,815 | | | | 8,684,338 | |
Onex Wizard Acquisition Company II S.C.A. a | | Cash 3.00% + L (1.00% Floor)^ | | 03/27/15 | | 03/27/22 | | Senior | | | 2,139,673 | | | | 2,166,638 | |
OT Luxco 3 & Cy S.C.A. a | | Cash 8.75% + E (1.00% Floor)#; PIK 9.00% | | 05/31/17 | | 05/31/27 | | Mezzanine | | | 17,803,371 | | | | 21,730,354 | |
Photonis Technologies S.A.S. a | | Cash 7.50% + L (1.00% Floor)^^ | | 09/27/13 | | 09/18/19 | | Second Lien | | | 8,282,969 | | | | 7,610,535 | |
PI UK Holdco II Limited a | | Cash 3.50% + L (1.00% Floor)^^ | | 02/15/18 | | 12/20/24 | | Senior | | | 9,452,500 | | | | 9,555,432 | |
R&R Ice Cream plc a | | Cash 2.625% + E# | | 01/05/18 | | 09/29/23 | | Senior | | | 5,330,480 | | | | 5,310,672 | |
Springer Science & Business Media Finance B.V. a | | Cash 3.50% + L (1.00% Floor)^^ | | 06/25/15 | | 08/14/20 | | Senior | | | 9,504,994 | | | | 9,583,906 | |
Tahoe Subco 1 Ltd. a | | Cash 3.50% + L (1.00% Floor)^^ | | 03/20/18 | | 06/13/24 | | Senior | | | 2,996,222 | | | | 2,993,050 | |
Telenet International Finance S.A.R.L. a | | Cash 3.50% + E## | | 02/07/18 | | 03/01/26 | | Senior | | | 5,500,000 | | | | 5,533,220 | |
Virgin Media Bristol LLC a | | Cash 2.50% + L ^ | | 02/07/18 | | 01/15/26 | | Senior | | | 5,486,250 | | | | 5,534,375 | |
Ziggo Secured Finance BV a | | Cash 2.50% + L ^ | | 02/21/18 | | 04/15/25 | | Senior | | | 2,487,500 | | | | 2,485,287 | |
Total Western Europe (6.64%) | | | | | | | | | | | | | | | 217,852,175 | |
Total Direct Debt (22.18%) | | | | | | | | | | | | | | $ | 728,137,676 | |
| | | | | | | | | | | | | | | | |
Total Direct Investments (59.77%) | | | | | | | | | | | | | | $ | 1,962,066,378 | |
Secondary Investments *, c (8.81%) | | Acquisition Date | | Fair Value | |
Asia - Pacific (0.48%) | | | | | | |
Baring Asia Private Equity Fund IV, L.P. a | | 11/24/09 | | $ | 50,381 | |
Carlyle Japan International Partners II, L.P. a | | 12/28/12 | | | 1,347,971 | |
CVC Capital Partners Asia Pacific III, L.P. a | | 01/11/13 | | | 810,052 | |
Jerusalem Venture Partners IV, L.P. a | | 09/30/15 | | | 34,943 | |
Qualitas Medical Limited a | | 03/06/18 | | | 12,332,307 | |
TRG Growth Partnership (Offshore) II, L.P. a | | 08/02/10 | | | 273,465 | |
TRG Growth Partnership (Offshore), L.P. a | | 08/02/10 | | | 8,420 | |
TRG Growth Partnership II, L.P. a | | 07/08/10 | | | 818,810 | |
Total Asia - Pacific (0.48%) | | | | | 15,676,349 | |
| | | | | | |
North America (6.36%) | | | | | | |
Apollo Investment Fund IX, L.P a | | 06/01/17 | | | 900 | |
Apollo Investment Fund VII, L.P. a | | 07/01/10 | | | 391,399 | |
Apollo Overseas Partners (Delaware) VII, L.P. a | | 10/01/09 | | | 164,172 | |
Bain Capital Fund VIII, L.P. a, e | | 12/31/15 | | | 25,660 | |
Bain Capital Fund X, L.P. a | | 06/30/11 | | | 13,937,950 | |
Bain Capital IX Co-Investment Fund, L.P. a | | 12/31/15 | | | 58,399 | |
Bain Capital Partners IX, L.P. a | | 12/31/15 | | | 292,198 | |
Bain Capital VIII Co-Investment Fund, L.P. a, e | | 12/31/15 | | | 7,226 | |
Bain Capital X Co-Investment Fund, L.P. a | | 06/30/11 | | | 284,983 | |
Bertram Growth Capital II-A, L.P. a, e | | 09/30/15 | | | 3,775,755 | |
The accompanying notes are an integral part of these Consolidated Financial Statements.
6
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Consolidated Schedule of Investments –
March 31, 2018 (continued)
Private Equity Investments (continued) Secondary Investments *, c (continued) | | Acquisition Date | | Fair Value | |
North America (continued) | | | | | |
Carlyle Partners IV, L.P. a | | 06/30/10 | | $ | 139,419 | |
Clayton, Dubilier & Rice Fund VIII, L.P. a | | 03/29/12 | | | 3,684,891 | |
Frazier Healthcare VI, L.P. a | | 06/30/12 | | | 1,245,113 | |
FS Equity Partners V, L.P. a | | 08/07/12 | | | 847,323 | |
Genstar Capital Partners V, L.P. a | | 09/30/15 | | | 406,287 | |
Gridiron Energy Feeder I, L.P. a, e | | 05/15/17 | | | 30,721,636 | |
Gryphon Partners 3.5, L.P. a | | 05/21/13 | | | 3,982,702 | |
Gryphon Partners IV L.P. a | | 02/08/16 | | | 24,637,127 | |
Gryphon Partners V, L.P. a, f | | 02/23/18 | | | — | |
H.I.G. Bayside Debt & LBO Fund II, L.P. a | | 12/30/10 | | | 940,980 | |
Harvest Partners V, L.P. a | | 09/30/11 | | | 134,699 | |
Harvest Partners VII, L.P. a | | 09/30/11 | | | 3,307,178 | |
Hellman & Friedman Capital Partners VI, L.P. a | | 12/31/12 | | | 1,841,620 | |
Hellman & Friedman Capital Partners VII, L.P. a | | 06/30/14 | | | 3,550,457 | |
Highstar Capital III Prism Fund, L.P. a, e | | 07/01/10 | | | 1,027,277 | |
Investcorp Private Equity 2007 Fund, L.P. a | | 03/31/11 | | | 1,208,438 | |
Investcorp Technology Partners III (Cayman), L.P. a | | 08/19/11 | | | 2,175,207 | |
Irving Place Capital Investors II, L.P. a, e | | 03/22/10 | | | 32,311 | |
Lee Equity Partners Fund, L.P. a | | 06/30/17 | | | 15,449 | |
Lee Equity Partners II, L.P. a | | 08/01/17 | | | 2,541,861 | |
Lee Equity Partners Realization Fund, L.P. a | | 06/30/17 | | | 24,039,848 | |
Lightyear Fund II, L.P. a | | 09/30/13 | | | 442,194 | |
Madison Dearborn Capital Partners V, L.P. a | | 03/31/11 | | | 743,563 | |
MidOcean Partners III, L.P. a | | 06/30/11 | | | 1,535,313 | |
Monomoy Capital Partners II, L.P. a | | 09/30/15 | | | 1,423,438 | |
Oak Investment Partners XII, L.P. a | | 06/28/12 | | | 651,882 | |
Palladium Equity Partners III, L.P. a | | 08/02/10 | | | 358,350 | |
Pamlico Capital GP I, LLC a, d | | 03/31/14 | | | 1 | |
Pamlico Capital GP II, LLC a | | 03/31/14 | | | 22,002 | |
Pamlico Capital II, L.P. a | | 03/31/14 | | | 4,306,259 | |
Pamlico Capital Secondary Fund, L.P. a, d | | 03/31/14 | | | 1 | |
Providence Equity Partners IV, L.P. a | | 06/30/11 | | | 391 | |
Providence Equity Partners V, L.P. a | | 06/30/11 | | | 169,228 | |
Providence Equity Partners VI -A, L.P. a | | 06/30/11 | | | 9,164,049 | |
Providence Equity Partners VII-A, L.P. a | | 06/30/13 | | | 1,978,655 | |
Silver Lake Partners II, L.P. a | | 06/30/14 | | | 139,997 | |
Silver Lake Partners III, L.P. a | | 06/30/10 | | | 9,077,543 | |
Silver Lake Partners V, L.P. a | | 09/30/13 | | | 4,661 | |
Silver Lake Sumeru Fund, L.P. a | | 12/18/09 | | | 346,686 | |
SL SPV-1, L.P a | | 12/01/17 | | | 2,113,622 | |
SL SPV-1, L.P. a | | 12/01/17 | | | 3,076,934 | |
Sun Capital Partners V, L.P. a | | 09/30/13 | | | 14,457,106 | |
TA Atlantic & Pacific VI, L.P. a | | 09/30/15 | | | 429,329 | |
TA Atlantic and Pacific V, L.P. a | | 09/30/15 | | | 6,886 | |
TA X, L.P. a | | 09/30/15 | | | 18,261 | |
TA XI, L.P. a | | 09/30/15 | | | 2,535,057 | |
TCV VI, L.P. a | | 09/30/13 | | | 861,980 | |
TCV VII (A), L.P. a | | 09/30/13 | | | 10,188,835 | |
TorQuest Partners Fund (U.S.) II, L.P. a | | 09/30/15 | | | 136,120 | |
TPG Partners V, L.P. a | | 01/04/12 | | | 1,216,972 | |
TPG Partners VI, L.P. a | | 07/01/10 | | | 11,864,494 | |
Tudor Ventures III, L.P. a | | 12/31/12 | | | 1,638,228 | |
Warburg Pincus Private Equity X, L.P. a | | 09/28/12 | | | 4,572,866 | |
Total North America (6.36%) | | | | | 208,899,368 | |
7
The accompanying notes are an integral part of these Consolidated Financial Statements.
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Consolidated Schedule of Investments –
March 31, 2018 (continued)
Private Equity Investments (continued) Secondary Investments *, c (continued) | | Acquisition Date | | Fair Value | |
Western Europe (1.97%) | | | | | |
3i Eurofund Vb, L.P. a | | 09/30/09 | | $ | 5,879,400 | |
3i Growth Capital B, L.P. a | | 10/01/14 | | | 226,077 | |
Abingworth Bioventures III, L.P. a | | 09/30/15 | | | 83,261 | |
Abingworth Bioventures V Co-Investment Growth Equity Fund, L.P. a | | 06/30/12 | | | 414,091 | |
Abingworth Bioventures V, L.P. a, e | | 06/30/12 | | | 454,954 | |
Advent International GPE VI, L.P. a | | 09/30/10 | | | 1,899,294 | |
Apax Europe VI - A, L.P. a | | 07/01/11 | | | 158,204 | |
Apax Europe VII - B, L.P. a | | 04/30/11 | | | 151,324 | |
Astorg V FCPR a, e | | 09/30/15 | | | 3,472,300 | |
Astorg VI, FCPI a | | 06/30/16 | | | 4,498,425 | |
BC European Capital IX, L.P. a | | 09/30/14 | | | 5,514,343 | |
Candover 2005 Fund, L.P. a | | 04/06/10 | | | 1,886 | |
Carlyle Europe Partners II, L.P. a | | 12/28/12 | | | 26,856 | |
Carlyle Europe Partners III, L.P. a | | 12/28/12 | | | 1,692,472 | |
CCP IX L.P. No.2 a | | 09/30/14 | | | 1,468,183 | |
CVC European Equity Partners V, L.P. a | | 07/12/10 | | | 1,562,601 | |
ESP Golden Bear Europe Fund a | | 12/31/16 | | | 22,842,137 | |
Fourth Cinven Fund, L.P. a | | 04/16/10 | | | 645 | |
Galileo III FCPR a | | 09/30/15 | | | 73,172 | |
Graphite Capital Partners VI, L.P. a | | 09/30/15 | | | 110,975 | |
Graphite Capital Partners VII Top-Up a | | 09/30/15 | | | 65,471 | |
Graphite Capital Partners VII, L.P. a | | 09/30/15 | | | 373,902 | |
Indigo Capital V, L.P. a | | 09/30/15 | | | 199,508 | |
Industri Kapital 1997 Fund a | | 09/30/15 | | | 1,563 | |
Industri Kapital 2000, L.P. a | | 09/30/15 | | | 4,758 | |
Italian Private Equity Fund IV, L.P. a | | 01/29/16 | | | 22,816 | |
KKR European Fund III, L.P. a | | 03/01/11 | | | 2,440,000 | |
Montagu III, L.P. a, d | | 12/09/09 | | | 22 | |
PAI Europe V a, e | | 09/30/14 | | | 436,161 | |
Permira Europe II, L.P. a | | 11/29/13 | | | 35,348 | |
Permira Europe III, L.P. a | | 09/30/13 | | | 55,321 | |
Permira IV, L.P. a | | 09/30/13 | | | 3,799,029 | |
Riverside Europe Fund IV, L.P. a | | 09/30/14 | | | 2,109,148 | |
Terra Firma Capital Partners III, L.P. a | | 09/30/13 | | | 4,582,706 | |
Total Western Europe (1.97%) | | | | | 64,656,353 | |
Total Secondary Investments (8.81%) | | | | $ | 289,232,070 | |
Primary Investments *, c (9.25%) | | Acquisition Date | | Fair Value** | |
Asia - Pacific (0.69%) | | | | | | |
Baring Asia Private Equity Fund V, L.P. a | | 12/01/10 | | $ | 4,124,615 | |
BGH Capital Fund I a, f | | 03/01/18 | | | — | |
CPEChina Fund III, L.P. a, f | | 03/28/18 | | | — | |
Hony Capital Fund VIII, L.P. a | | 10/30/15 | | | 8,606,047 | |
Hony Capital Partners V, L.P. a | | 12/15/11 | | | 9,787,562 | |
Southern Capital Fund IV L.P. a, f | | 01/26/18 | | | — | |
Total Asia - Pacific (0.69%) | | | | | 22,518,224 | |
| | | | | | |
North America (6.50%) | | | | | | |
Apollo Investment Fund VIII, L.P. a | | 06/28/13 | | | 7,885,095 | |
Ares Corporate Opportunities Fund IV, L.P. a | | 04/19/12 | | | 8,828,774 | |
Ares Corporate Opportunities Fund V, L.P. a | | 12/28/15 | | | 2,865,890 | |
Avista Capital Partners II, L.P. a | | 01/01/14 | | | 442,753 | |
Avista Capital Partners III, L.P. a | | 10/03/11 | | | 6,505,533 | |
8
The accompanying notes are an integral part of these Consolidated Financial Statements.
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Consolidated Schedule of Investments –
March 31, 2018 (continued)
Private Equity Investments (continued) Primary Investments *, c (continued) | | Acquisition Date | | Fair Value | |
North America (continued) | | | | | |
Bain Capital Fund XII, L.P. a | | 07/01/17 | | $ | 2,819,652 | |
Berkshire Fund IX, L.P. a | | 03/18/16 | | | 4,064,723 | |
Caltius Partners V-A, L.P. a | | 12/02/14 | | | 5,995,779 | |
Carlyle Partners VII, L.P. a, f | | 11/29/17 | | | — | |
Clayton Dubilier & Rice Fund IX, L.P. a | | 07/31/13 | | | 6,842,948 | |
Clearlake Capital Partners V, L.P. a | | 12/15/17 | | | 4,131,493 | |
Crescent Mezzanine Partners VI, L.P. a | | 03/30/12 | | | 2,649,602 | |
Genstar Capital Partners VI, L.P. a | | 09/01/12 | | | 9,055,606 | |
Genstar Capital Partners VII, L.P. a | | 06/26/15 | | | 9,740,014 | |
Genstar Capital Partners VIII, L.P. a | | 03/23/17 | | | 2,670,999 | |
GoldPoint Mezzanine Partners IV, L.P. a | | 12/30/15 | | | 4,795,858 | |
KKR Americas Fund XII L.P. a | | 09/16/16 | | | 2,907,510 | |
KKR North America Fund XI, L.P. a | | 02/01/12 | | | 12,269,656 | |
Kohlberg TE Investors VII, L.P. a | | 09/15/11 | | | 8,147,517 | |
Kohlberg TE Investors VIII-B, L.P. a | | 08/04/16 | | | 4,791,724 | |
Leeds Equity Partners VI, L.P. a | | 11/25/16 | | | 3,962,870 | |
Nautic Partners VII-A, L.P. a | | 06/27/14 | | | 4,626,078 | |
New Enterprise Associates 14, L.P. a | | 05/04/12 | | | 8,065,738 | |
New Mountain Capital V, L.P. a | | 06/29/17 | | | 3,929,256 | |
NexPhase III-A,L.P. a | | 09/01/16 | | | 14,027,500 | |
Oak Hill Capital Partners IV, L.P. a, e | | 04/28/17 | | | 6,728,202 | |
Patria - Brazilian Private Equity Fund IV, L.P. a | | 06/30/11 | | | 5,786,742 | |
PennantPark Credit Opportunities Fund II, L.P. a | | 08/03/12 | | | 10,810,053 | |
Silver Lake Partners IV, L.P. a | | 07/30/12 | | | 11,002,229 | |
Sumeru Equity Partners Fund, L.P. a, e | | 04/27/15 | | | 3,312,277 | |
Thompson Street Capital Partners IV, L.P. a | | 12/10/15 | | | 6,772,522 | |
TPG Partners VII, L.P. a | | 03/01/16 | | | 9,394,807 | |
Trident VII, L.P. a | | 09/22/16 | | | 2,445,603 | |
Vistria Fund II, L.P. a | | 12/19/17 | | | 1,533,275 | |
Welsh, Carson, Anderson & Stowe XII, L.P. a | | 12/19/14 | | | 6,838,347 | |
Windjammer Senior Equity Fund IV, L.P. a | | 02/06/13 | | | 6,748,990 | |
Total North America (6.50%) | | | | | 213,395,615 | |
| | | | | | |
Rest of World (0.08%) | | | | | | |
Altra Private Equity Fund II, L.P. a | | 12/07/12 | | | 2,336,310 | |
Polish Enterprise Fund VIII, L.P. a | | 09/15/17 | | | 306,114 | |
Total Rest of World (0.08%) | | | | | 2,642,424 | |
| | | | | | |
Western Europe (1.98%) | | | | | | |
Advent International GPE VII-B, L.P. a | | 07/01/12 | | | 13,741,034 | |
Advent International GPE VIII-C, L.P a | | 03/22/16 | | | 5,129,047 | |
Advent Latin American Private Equity Fund VI-H L.P. a | | 10/17/14 | | | 5,268,026 | |
Bain Capital Europe Fund IV, L.P. a | | 09/01/14 | | | 4,743,493 | |
CapVest Equity Partners III B, L.P. a | | 08/30/13 | | | 5,312,523 | |
Capvis Equity V L.P. a, f | | 01/17/18 | | | — | |
Carlyle Europe Partners IV, L.P. a | | 08/27/13 | | | 1,283,724 | |
CVC Capital Partners VI (A) L.P. a, e | | 07/05/13 | | | 7,416,408 | |
EQT Mid-Market (No.1) Feeder L.P. a | | 07/01/16 | | | 4,725,482 | |
EQT VI (No.1), L.P. a | | 07/01/11 | | | 4,063,756 | |
HgCapital 8 L.P. a, f | | 12/19/16 | | | — | |
HgCapital Mercury 2 a | | 02/15/17 | | | 7,174 | |
Index Ventures Growth III (Jersey) L.P. a | | 03/18/15 | | | 5,773,052 | |
Nordic Capital IX, L.P. a | | 07/18/17 | | | 3,968 | |
The accompanying notes are an integral part of these Consolidated Financial Statements.
9
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Consolidated Schedule of Investments –
March 31, 2018 (continued)
Private Equity Investments (continued) Primary Investments *, c (continued) | | Acquisition Date | | Fair Value | |
Western Europe (continued) | | | | | |
PAI Europe VI -1, L.P. a | | 03/12/15 | | $ | 6,013,013 | |
Sixth Cinven Fund (No.3) L.P. a, e | | 05/01/16 | | | 1,476,869 | |
Total Western Europe (1.98%) | | | | | 64,957,569 | |
Total Primary Investments (9.25%) | | | | $ | 303,513,832 | |
| | | | | | |
Total Private Equity Investments (Cost $2,101,109,562)(77.83%) | | | | $ | 2,554,812,280 | |
Short-Term Investments (9.73%) U.S. Government Treasury Obligations (9.73%) | | Interest | | | Acquisition Date | | Maturity Date | | Principal | | | Fair Value | |
U.S. Treasury Bill | | | 1.63 | % | | 02/22/18 | | 05/24/18 | | $ | 60,000,000 | | | $ | 59,857,165 | |
U.S. Treasury Bill | | | 1.36 | % | | 01/26/18 | | 04/26/18 | | | 100,000,000 | | | | 99,903,715 | |
U.S. Treasury Bill | | | 1.60 | % | | 02/22/18 | | 05/17/18 | | | 60,000,000 | | | | 59,878,369 | |
U.S. Treasury Bill | | | 1.75 | % | | 03/20/18 | | 06/14/18 | | | 50,000,000 | | | | 49,831,900 | |
U.S. Treasury Bill | | | 1.79 | % | | 03/20/18 | | 07/05/18 | | | 50,000,000 | | | | 49,776,700 | |
Total U.S. Government Treasury Obligations (9.73%) | | | | | | | | | | | $ | 319,247,849 | |
| | | | | | | | | | | | | | | | |
Total Short-Term Investments (Cost $319,226,992)(9.73%) | | | | | | | | | $ | 319,247,849 | |
| | | | | | | | | | | | | | | | |
Total Investments (Cost $2,537,943,504)(91.34%) | | | | | | | | | | | 2,998,294,464 | |
| | | | | | | | | | | | | | | | |
Other Assets in Excess of Liabilities (8.66%) | | | | | | | | | | | | 284,252,970 | |
| | | | | | | | | | | | | | | | |
Net Assets (100.00%) | | | | | | | | | | | | | | $ | 3,282,547,434 | |
* | Direct Investments are private investments directly into the equity or debt of selected operating companies, often together with the management of the company. Primary Investments are investments in newly established private equity partnerships where underlying portfolio companies are not known as of the time of investment. Secondary Investments are portfolios of assets on the secondary market. |
** | The Fair Value of any Direct Investment may not necessarily reflect the current or expected future performance of such Direct Investment or the Fair Value of the Fund’s interest in such Direct Investment. Furthermore, the Fair Value of any Direct Investment has not been calculated, reviewed, verified or in any way approved by such Direct Investment or its general partner, manager or sponsor (including any of its affiliates). Please see Note 2.b for further detail regarding the valuation policy of the Fund. |
^ | The interest rate on these loans is subject to the greater of a LIBOR floor or 1 month LIBOR plus a base rate. The 1 month LIBOR as of March 31, 2018 was 1.88%. |
^^ | The interest rate on these loans is subject to the greater of a LIBOR floor or 1 month LIBOR plus a base rate. The 3 month LIBOR as of March 31, 2018 was 2.31%. |
^^^ | The interest rate on these loans is subject to the greater of a LIBOR floor or 12 month LIBOR plus a base rate. The 12 month LIBOR as of March 31, 2018 was 2.66%. |
# | As of March 31, 2018, 1 month Euribor was -0.37%. |
## | As of March 31, 2018, 3 month Euribor was -0.33%. |
### | As of March 31, 2018, 6 month Euribor was -0.27%. |
a | Private equity investments are generally issued in private placement transactions and as such are generally restricted as to resale. Each investment may have been purchased on various dates and for different amounts. The date of the first purchase is reflected under Acquisition Date as shown in the Consolidated Schedule of Investments. Total fair value of restricted investments as of March 31, 2018 was $2,554,812,280, or 77.83% of net assets. As of March 31, 2018, the aggregate cost of each investment restricted to resale was $27,617,983, $11,675,208, $27,897,888, $102,112, $1,550,134, $280,000, $38,102,078, $2,204,592, $1,607,800, $20,418,309, $8,992,800, $11,854,788, $279, $1,226,349, $0, $4,168,272, $11,001,036, $17,127,003, $1,932,914, $8,571,126, $8,700,000, $24,699,091, $35,120,979, $9,269,011, $3,600,239, $5,648,649, $30,000,000, $0, $10,950,000, $882,243, $7,445,833, $29,053,774, $5,000,000, $3,373,063, $21,760,000, $78,652,850, $15,452,333, $10,963,062, $751,757, $6,739,319, $2,904,191, $25,583,085, $0, $10,515,842, $1, $8,877,622, $4,632,829, $9,757,979, $0, $6,939,071, $9,485,365, $498,775, $2,823,797, $16,909,485, $89,141,721, $114,503, $86,105,773, $378,368, $17,488,457, $0, $22,730,727, $27,818,080, $14,672,982, $10,658,664, $1,142,031, $16,957,983, $6,058,452, |
10
The accompanying notes are an integral part of these Consolidated Financial Statements.
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Consolidated Schedule of Investments –
March 31, 2018 (continued)
$3,081,671, $393,923, $66,311, $9,986,562, $73,081, $16,992,601, $10,158,828, $12,156,155, $7,056,078, $12,811,375, $6,940,350, $6,680,793, $16,271,348, $26,713,800, $18,146,266, $13,959,053, $20,335,000, $5,984,515, $13,474,862, $2,710,305, $9,219,826, $9,900,000, $1,895,294, $1,968,597, $0, $20,690,100, $6,400,397, $6,360,071, $10,383,781, $5,015,010, $3,848,195, $21,943,362, $40,546,000, $0, $6,487,131, $5,250,077, $1,997,532, $21,638,400, $29,250,215, $6,208,275, $4,488,832, $3,478,414, $0, $7,735,586, $21,816,000, $7,147,517, $2,978,092, $0, $2,929,063, $9,727,609, $6,045,511, $9,190,275, $10,375,301, $9,608,312, $13,911,907, $2,094,799, $12,870,000, $4,776,665, $6,173,054, $19,131,040, $3,306,603, $5,890,176, $6,135,116, $12,943,310, $5,187,053, $10,849,658, $5,123,360, $5,887,024, $7,907,177, $10,137,883, $26,129,142, $7,427,042, $2,139,674, $18,496,259, $8,282,969, $9,453,219, $5,330,480, $9,532,119, $3,000,136, $5,500,000, $5,486,466, $2,490,780, $66,240, $76,952, $1,683,403, $60,717, $12,353,629, $227,229, $53,395, $779,213, $900, $491,623, $85,443, $68,433, $5,367,766, $109,138, $477,394, $6,438, $110,508, $3,839,432, $6,392, $2, $681,366, $1,158,141, $367,277, $30,846,596, $1,184,381, $20,608,237, $0, $678,983, $119,771, $3,058,243, $757,463, $764,161, $1,044,659, $1, $1,475,018, $39,077, $15,488, $2,580,090, $13,341,707, $4,361,621, $136,946, $1, $1,179,255, $1,499,892, $211,156, $6,882, $45,620, $227,286, $121,154, $8, $428,308, $9,616,289, $1,008,478, $130,769, $3,432,622, $4,661, $63,609, $2,113,622, $3,076,934, $21,396,760, $387,429, $65,307, $108,082, $867,974, $450,963, $1, $962,613, $2,111,277, $9,809,117, $1,896,043, $3,610,741, $1,280,167, $59,090, $33,096, $935,982, $488,184, $964,741, $212,957, $490,544, $3,298,854, $4,381,933, $3,361,037, $245,218, $130,919, $2,994,575, $3,609,304, $8,283, $14,620,997, $90,885, $1, $1, $58,075, $314,411, $181,332, $120,293, $486, $1, $654,201, $72,372, $142,168, $111,689, $416,043, $4,263,226, $1,595,870, $2,140,762, $2,785,353, $0, $0, $8,653,633, $7,702,648, $0, $6,070,132, $5,290,363, $2,937,708, $362,142, $6,041,419, $227,691, $4,169,066, $5,700,819, $0, $6,436,708, $4,131,493, $2,249,568, $5,367,287, $8,164,071, $2,039,416, $4,448,922, $3,155,587, $6,831,094, $5,571,432, $4,500,488, $4,322,596, $1, $4,282,855, $4,149,516, $15,581,679, $6,054,909, $4,040,449, $9,194,771, $8,176,959, $3,006,334, $6,022,289, $6,972,033, $2,736,805, $1,830,127, $4,876,331, $5,665,749, $2,574,545, $702,876, $7,565,428, $4,985,000, $3,361,153, $3,739,810, $2,236,811, $0, $1,056,436, $5,930,002, $5,256,674, $682,497, $0, $6,384, $5,788,042, $3,822, $4,077,053, and $1,501,143, respectively, totaling $2,101,109,562.
b | Represents an affiliated issuer. |
c | Investment does not issue shares. |
d | Investment holds balance in escrow account. |
f | Investment has been committed to but has not been funded by the Fund. |
Legend:
BBSY - Bank Bill Swap Bid Rate
E - Euribor
L - Libor
PIK - Payment-in-kind
A summary of outstanding financial instruments at March 31, 2018 is as follows:
Forward Foreign Currency Contracts | | | | | | | | | | | | |
Settlement Date | | Counterparty | | | Currency Purchased | | | Currency Sold | | | Value | | | Unrealized Appreciation (Depreciation) | |
June 28, 2018 | | | Barclays | | | $ | 92,033,275 | | | € | 74,000,000 | | | $ | 91,586,670 | | | $ | 446,605 | |
June 28, 2018 | | | Barclays | | | | 92,023,729 | | | € | 74,000,000 | | | | 91,586,670 | | | | 437,059 | |
June 28, 2018 | | | Barclays | | | | 92,107,486 | | | € | 74,100,000 | | | | 91,710,435 | | | | 397,051 | |
June 28, 2018 | | | Bank of America | | | | 60,703,229 | | | £ | 43,000,000 | | | | 60,562,867 | | | | 140,362 | |
June 28, 2018 | | | Bank of America | | | | 60,698,069 | | | £ | 43,000,000 | | | | 60,562,867 | | | | 135,202 | |
June 28, 2018 | | | Bank of America | | | | 71,367,221 | | | € | 57,800,000 | | | | 71,536,615 | | | | (169,394 | ) |
| | | | | | | | | | | | | | | | | | $ | 1,386,885 | |
11
The accompanying notes are an integral part of these Consolidated Financial Statements.
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Consolidated Statement of Assets and Liabilities –
March 31, 2018
Assets | | | |
Unaffiliated Private Equity Investments, at fair value (cost $1,747,035,478) | | $ | 2,115,386,219 | |
Affiliated Private Equity Investments, at fair value (cost of $354,074,084) | | | 439,426,061 | |
Common stocks, at fair value (cost $117,606,950) | | | 124,234,335 | |
Short-term investments, at fair value (cost $319,226,992) | | | 319,247,849 | |
Cash and cash equivalents | | | 291,902,363 | |
Cash denominated in foreign currencies (cost $15,488,814) | | | 15,491,694 | |
Investment sales receivable | | | 11,546,286 | |
Dividends and interest receivable | | | 5,931,831 | |
Unrealized appreciation on forward foreign currency contracts | | | 1,556,279 | |
Miscellaneous receivables | | | 1,560 | |
Prepaid assets | | | 977,500 | |
Total Assets | | $ | 3,325,701,977 | |
| | | | |
Liabilities | | | | |
Distribution, servicing and transfer agency fees payable | | | 3,493,567 | |
Unrealized depreciation on forward foreign currency contracts | | | 169,394 | |
Repurchase amounts payable for tender offers | | | 14,485,766 | |
Incentive fee payable | | | 9,061,601 | |
Management fee payable | | | 12,776,564 | |
Professional fees payable | | | 992,194 | |
Line of credit fees payable | | | 295,000 | |
Accounting and administration fees payable | | | 1,555,563 | |
Board of Managers' fees payable | | | 15,800 | |
Custodian fees payable | | | 99,075 | |
Other payable | | | 210,019 | |
Total Liabilities | | $ | 43,154,543 | |
| | | | |
Commitments and contingencies (See note 12) | | | | |
| | | | |
Net Assets | | $ | 3,282,547,434 | |
| | | | |
Net Assets consists of: | | | | |
Paid-in capital | | $ | 2,848,865,307 | |
Accumulated undistributed net investment income | | | 25,319,398 | |
Accumulated net realized loss on investments, forward foreign currency contracts and foreign currency transactions | | | (53,379,525 | ) |
Accumulated net unrealized appreciation on investments, forward foreign currency contracts and foreign currency translation | | | 461,742,254 | |
Total Net Assets | | $ | 3,282,547,434 | |
| | | | |
Class A Units | | | | |
Net assets | | $ | 1,725,575,750 | |
Units outstanding | | | 313,242,112 | |
Net asset value per unit | | $ | 5.51 | |
Class I Units | | | | |
Net assets | | $ | 1,556,971,684 | |
Units outstanding | | | 281,929,060 | |
Net asset value per unit | | $ | 5.52 | |
12
The accompanying notes are an integral part of these Consolidated Financial Statements.
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Consolidated Statement of Operations –
For the Year Ended March 31, 2018
Investment Income | | | |
Dividends (net of $222,544 withholding tax) | | $ | 111,791,169 | |
Interest from unaffiliated investments | | | 71,471,910 | |
Interest from affiliated investments | | | 48 | |
Paid-in-kind interest income | | | 3,031,228 | |
Transaction fee income | | | 2,066,653 | |
Transaction fee income from affiliated issuers | | | 1,642,296 | |
Other fee income | | | 3,376,532 | |
Total Investment Income | | | 193,379,836 | |
| | | | |
Operating Expenses | | | | |
Management fees | | | 44,716,557 | |
Professional fees | | | 4,881,914 | |
Accounting and administration fees | | | 2,697,284 | |
Board of Managers' fees | | | 269,634 | |
Insurance expense | | | 171,296 | |
Custodian fees | | | 216,530 | |
Line of credit fees | | | 2,235,000 | |
Incentive fee | | | 36,630,703 | |
Interest expense | | | 37,130 | |
Distribution and servicing fees | | | | |
Class A Units | | | 10,691,006 | |
Transfer agency fees | | | | |
Class A Units | | | 795,082 | |
Class I Units | | | 568,049 | |
Other expenses | | | 1,504,217 | |
Total Expenses | | | 105,414,402 | |
| | | | |
Net Investment Income | | | 87,965,434 | |
| | | | |
Net Realized Gain (Loss) and Change in Unrealized Appreciation (Depreciation) on Investments, Forward Foreign Currency Contracts and Foreign Currency | | | | |
Net realized gain from unaffiliated investments | | | 57,769,453 | |
Net realized gain on foreign currency transactions | | | 2,950,912 | |
Net realized (loss) on forward foreign currency contracts | | | (35,554,801 | ) |
Net realized gain distributions from primary and secondary investments | | | 19,412,060 | |
Net change in accumulated unrealized appreciation (depreciation) on: | | | | |
Unaffiliated investments | | | 114,774,031 | |
Affiliated investments | | | 72,069,161 | |
Foreign currency translation | | | (306,727 | ) |
Forward foreign currency contracts | | | (1,515,601 | ) |
| | | | |
Net Realized Gain (Loss) and Change in Unrealized Appreciation (Depreciation) on Investments, Forward Foreign Currency Contracts and Foreign Currency | | | 229,598,488 | |
| | | | |
Net Increase (Decrease) in Net Assets From Operations | | $ | 317,563,922 | |
13
The accompanying notes are an integral part of these Consolidated Financial Statements.
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Consolidated Statement of Changes in Members’ Equity -
For the Period Ended December 31, 2016
| | Adviser’s Equity | | | Members’ Equity | | | Total Members’ Equity | |
Members' Equity at March 31, 2016 | | $ | 4,191,062 | | | $ | 1,708,266,249 | | | $ | 1,712,457,311 | |
| | | | | | | | | | | | |
Capital contributions | | | — | | | | 360,012,183 | | | | 360,012,183 | |
Capital tenders | | | (17,343,330 | ) | | | (73,774,385 | ) | | | (91,117,715 | ) |
Net investment income | | | — | | | | 40,232,374 | | | | 40,232,374 | |
Net realized gain on investments | | | — | | | | 22,585,802 | | | | 22,585,802 | |
Net realized gain on foreign currency translation | | | — | | | | (1,089,484 | ) | | | (1,089,484 | ) |
Net realized gain on forward foreign currency contracts | | | — | | | | 491,203 | | | | 491,203 | |
Net realized gain distributions from Primary and Secondary Investments | | | — | | | | 108,689,834 | | | | 108,689,834 | |
Net change in accumulated unrealized appreciation (depreciation) on investments, forward foreign currency contracts and foreign currency translation | | | — | | | | (5,762,827 | ) | | | (5,762,827 | ) |
Adviser's Incentive Allocation from April 1, 2016 to December 31, 2016 | | | 16,307,771 | | | | (16,307,771 | ) | | | — | |
Members' Equity at December 31, 2016 | | $ | 3,155,503 | | | $ | 2,143,343,178 | | | $ | 2,146,498,681 | |
The accompanying notes are an integral part of these Consolidated Financial Statements.
14
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Consolidated Statements of Changes in Net Assets
| | For the Year Ended March 31, 2018 | | | For the Period from January 1, 2017 to March 31, 2017(1) | |
Increase (decrease) in Net Assets resulting from operations: | | | | | | |
Net investment income (loss) | | $ | 87,965,434 | | | $ | (606,928 | ) |
Net realized gain (loss) on investments, foreign currency transactions and forward foreign currency contracts | | | 44,577,624 | | | | (1,832,247 | ) |
Net change in unrealized appreciation (depreciation) on investments, foreign currency translation and forward foreign currency contracts | | | 185,020,864 | | | | 79,115,568 | |
Net increase in Net Assets resulting from operations: | | $ | 317,563,922 | | | $ | 76,676,393 | |
| | | | | | | | |
Distributions to unitholders from: | | | | | | | | |
Net investment income | | | | | | | | |
Class A Units(2) | | $ | (29,175,912 | ) | | $ | — | |
Class I Units(2) | | | (32,756,586 | ) | | | — | |
Net realized gains | | | | | | | | |
Class A Units(2) | | | (45,458,794 | ) | | | — | |
Class I Units(2) | | | (37,846,159 | ) | | | — | |
Total distributions to unitholders | | $ | (145,237,451 | ) | | $ | — | |
| | | | | | | | |
Capital transactions (see note 6): | | | | | | | | |
Issuance of common Units | | | | | | | | |
Class A Units(2) | | $ | 312,152,321 | | | $ | 78,770,728 | |
Class I Units(2) | | | 458,679,001 | | | | 47,473,000 | |
Reinvestment of common Units | | | | | | | | |
Class A Units(2) | | | 70,569,716 | | | | — | |
Class I Units(2) | | | 65,428,738 | | | | — | |
Redemption of common Units | | | | | | | | |
Class A Units(2) | | | (45,535,178 | ) | | | (11,100,096 | ) |
Class I Units(2) | | | (76,536,807 | ) | | | (12,855,534 | ) |
Exchanges of common Units | | | | | | | | |
Class A Units(2) | | | (37,112,028 | ) | | | (270,450,808 | ) |
Class I Units(2) | | | 37,112,028 | | | | 270,450,808 | |
Total increase in Net Assets resulting from capital transactions | | $ | 784,757,791 | | | $ | 102,288,098 | |
| | | | | | | | |
Total increase in Net Assets | | $ | 957,084,262 | | | $ | 178,964,491 | |
| | | | | | | | |
Net Assets at beginning of period | | $ | 2,325,463,172 | | | $ | 2,146,498,681 | |
Net Assets at end of period | | $ | 3,282,547,434 | | | $ | 2,325,463,172 | |
Accumulated undistributed net investment income (loss) | | $ | 25,319,398 | | | $ | (606,928 | ) |
(1) | Prior to January 1, 2017, the Fund operated as a master fund in a master-feeder structure. As of December 31, 2016, the master-feeder structure was reorganized, resulting in a single fund, the Fund, with two separate classes of units. |
(2) | Class commenced operations on January 1, 2017. |
15
The accompanying notes are an integral part of these Consolidated Financial Statements.
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Consolidated Statement of Cash Flows –
For the Year Ended March 31, 2018
CASH FLOWS FROM OPERATING ACTIVITIES | | | |
Net Increase in Net Assets from Operations | | $ | 317,563,922 | |
Adjustments to reconcile Net Increase (decrease) in Net Assets from Operations to net cash provided by (used in) operating activities: | | | | |
Net change in accumulated unrealized (appreciation) depreciation on investments | | | (186,843,192 | ) |
Net change in unrealized appreciation (depreciation) on forward foreign currency contracts | | | 1,515,601 | |
Net realized gain from investments, forward foreign currency contracts and foreign currency transactions | | | (44,577,624 | ) |
Purchases of investments | | | (944,840,402 | ) |
Payment-in-kind investments | | | (3,031,228 | ) |
Proceeds from sales of investments | | | 536,899,515 | |
Net (purchases) sales and amortization of short-term investments | | | (169,427,201 | ) |
Net realized loss on short-term investments | | | (4,417 | ) |
Net realized gain on forward foreign currency contracts | | | (35,554,801 | ) |
Net realized gain distributions from primary and secondary investments | | | 19,412,060 | |
Amortization of premium and accretion of discount, net | | | (107,695 | ) |
Increase in interest receivable | | | (129,283 | ) |
Increase in dividends receivable | | | (137,163 | ) |
Decrease in investment sales receivable | | | 1,232,288 | |
Decrease in miscellaneous receivables | | | 986,783 | |
Decrease in prepaid assets | | | 391,296 | |
Decrease in investment purchases payable | | | (1,747,254 | ) |
Increase in management fee payable | | | 3,482,691 | |
Increase in administrative services expense payable | | | 824,967 | |
Increase in professional fees payable | | | 9,625 | |
Decrease in line of credit fees | | | (431,250 | ) |
Decrease in interest expense payable | | | (169,707 | ) |
Increase in accounting and administrative fees payable | | | 985,047 | |
Decrease in board of managers' fees payable | | | (49,200 | ) |
Increase in custodian fees payable | | | 67,232 | |
Decrease in other payable | | | (2,459,586 | ) |
Increase in incentive fees payable | | | 245,324 | |
Net Cash (Used in) Operating Activities | | | (505,893,652 | ) |
| | | | |
CASH FLOWS FROM FINANCING ACTIVITIES | | | | |
Distributions for Members' capital tenders | | | (9,469,864 | ) |
Proceeds from issuance of Units | | | 770,831,322 | |
Payments from Units redeemed | | | (122,071,985 | ) |
Distributions paid | | | (9,238,997 | ) |
Net Cash Provided by Financing Activities | | | 630,050,476 | |
| | | | |
Net change in cash and cash equivalents | | | 124,156,824 | |
| | | | |
Effect of exchange rate changes on cash | | | 2,950,912 | |
| | | | |
Cash and cash equivalents at beginning of year | | | 180,286,321 | |
Cash and cash equivalents at End of Year | | $ | 307,394,057 | |
| | | | |
Supplemental and non-cash financing activities | | | | |
Cash paid during the period for interest | | $ | 2,321,250 | |
Paid-in-kind interest income | | $ | 3,031,228 | |
Reinvestment of common Units | | $ | 135,998,454 | |
The accompanying notes are an integral part of these Consolidated Financial Statements.
16
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Consolidated Financial Highlights
| | Class A | |
| | Year Ended March 31, 2018 | | | Period Ended March 31, 2017(1) | |
Per Unit Operating Performance(2) | | | | | | |
Net asset value, beginning of period | | $ | 5.17 | | | $ | 5.00 | |
Income from investment operations: | | | | | | | | |
Net investment income (loss)(3) | | | 0.20 | | | | (0.00 | )(4) |
Net realized and unrealized gains (losses) on investments | | | 0.40 | | | | 0.17 | |
Net Increase in Net Assets from Operations | | | 0.60 | | | | 0.17 | |
Distributions from: | | | | | | | | |
Net investment income | | | (0.10 | ) | | | — | |
Net realized gains | | | (0.16 | ) | | | — | |
Total distributions | | | (0.26 | ) | | | — | |
Net asset value, end of period | | $ | 5.51 | | | $ | 5.17 | |
| | | | | | | | |
Total Return(5)(6) | | | 11.65 | % | | | 3.40 | % |
| | | | | | | | |
Ratios and supplemental data: | | | | | | | | |
Net assets, end of period in thousands (000's) | | $ | 1,725,576 | | | $ | 1,329,648 | |
Net investment income (loss) to average net assets before Incentive Fee | | | 5.10 | % | | | 1.08 | %(7) |
Ratio of gross expenses to average net assets, excluding Incentive Fee(8)(10) | | | 2.78 | % | | | 2.82 | %(7) |
Incentive Fee to average net assets | | | 1.31 | % | | | 0.36 | %(6) |
Ratio of gross expenses and Incentive Fee to average net assets(8)(10) | | | 4.09 | % | | | 3.18 | %(7)(9) |
Expense waivers to average net assets | | | — | % | | | — | %(7) |
Ratio of net expenses and Incentive Fee to average net assets(10) | | | 4.09 | % | | | 3.18 | %(7)(9) |
Ratio of net expenses to average net assets, excluding Incentive Fee(10) | | | 2.78 | % | | | 2.82 | %(7)(9) |
| | | | | | | | |
Portfolio Turnover | | | 23.58 | % | | | 17.93 | %(6) |
(1) | Reflects operations for the period from January 1, 2017 (date of commencement of operations) to March 31, 2017. |
(2) | Selected data for a Net Asset Value per Unit outstanding throughout the period. |
(3) | Calculated using average units outstanding. |
(4) | Rounds to less than $.005. |
(5) | Total return based on net asset value calculated as the change in Net Asset Value per Unit during the respective periods, assuming distributions, if any, are reinvested on the effects of the performance of the Fund during the period. |
(8) | Represents the ratio of expenses to average net assets absent fee waivers and/or expense reimbursement by/to the Adviser. |
(9) | The Incentive Fee and/or organizational expenses are not annualized. |
(10) | Ratio does not include expenses of Primary and Secondary Investments. |
17
The accompanying notes are an integral part of these Consolidated Financial Statements.
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Consolidated Financial Highlights
| | Class I | |
| | Year Ended March 31, 2018 | | | Year Ended March 31, 2017(1) | | | Year Ended March 31, 2016 | | | Year Ended March 31, 2015 | | | Year Ended March 31, 2014 | |
Per Unit Operating Performance(2) | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 5.18 | | | $ | 5.00 | | | | N/A | | | | N/A | | | | N/A | |
Income from investment operations: | | | | | | | | | | | | | | | | | | | | |
Net investment income (loss)(3) | | | 0.25 | | | | (0.00 | )(4) | | | N/A | | | | N/A | | | | N/A | |
Net realized and unrealized gain (loss) on investments | | | 0.38 | | | | 0.18 | | | | N/A | | | | N/A | | | | N/A | |
Net Increase in Net Assets from Operations | | | 0.63 | | | | 0.18 | | | | N/A | | | | N/A | | | | N/A | |
Distributions from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.13 | ) | | | — | | | | N/A | | | | N/A | | | | N/A | |
Net realized gains | | | (0.16 | ) | | | — | | | | N/A | | | | N/A | | | | N/A | |
Total distributions | | | (0.29 | ) | | | — | | | | N/A | | | | N/A | | | | N/A | |
Net asset value, end of period | | $ | 5.52 | | | $ | 5.18 | | | | N/A | | | | N/A | | | | N/A | |
| | | | | | | | | | | | | | | | | | | | |
Total Return before Incentive Fee | | | N/A | | | | N/A(5) | | | | 11.75 | %(6) | | | 13.44 | %(6) | | | 15.24 | %*(6) |
Total Return after Incentive Fee | | | 12.42 | %(7) | | | 11.70 | %(7) | | | 10.86 | %(6) | | | 12.35 | %(6) | | | 13.92 | %*(6) |
| | | | | | | | | | | | | | | | | | | | |
Ratio/Supplemental Data: | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period in thousands (000's) | | $ | 1,556,972 | | | $ | 995,815 | | | $ | 1,712,457 | | | $ | 1,214,310 | | | $ | 946,734 | * |
Net investment income (loss) to average net assets before Incentive Fee (8)(9) | | | 5.95 | % | | | 2.52 | % | | | 0.81 | % | | | 1.15 | % | | | 2.21 | %* |
Ratio of gross expenses to average net assets, excluding Incentive Fee (8)(9) | | | 2.10 | % | | | 1.98 | % | | | 1.47 | % | | | 1.52 | % | | | 1.68 | % |
Incentive Fee to average net assets | | | 1.33 | % | | | 1.33 | % | | | 1.12 | % | | | 1.29 | % | | | 1.43 | %* |
Ratio of gross expenses and Incentive Fee to average net assets(9) | | | 3.43 | % | | | 3.31 | % | | | 2.59 | % | | | 2.81 | % | | | 3.11 | %* |
Expense waivers to average net assets | | | — | % | | | — | % | | | — | % | | | — | % | | | — | % |
Ratio of net expenses and Incentive Fee to average net assets(9) | | | 3.43 | % | | | 3.31 | % | | | 2.59 | % | | | 2.81 | % | | | 3.11 | %* |
Ratio of net expenses to average net assets, excluding Incentive Fee (9) | | | 2.10 | % | | | 1.98 | % | | | 1.47 | % | | | 1.52 | % | | | 1.68 | % |
| | | | | | | | | | | | | | | | | | | | |
Portfolio Turnover | | | 23.58 | % | | | 17.93 | % | | | 21.91 | % | | | 18.25 | % | | | 26.84 | %* |
* | The item includes a correction due to the misstatement for the year ended March 31, 2014. Refer to Note 11 in the Notes to Consolidated Financial Statements for the year ended March 31, 2015. |
(1) | Prior to January 1, 2017, the Fund operated as a master fund in a master-feeder structure. As of December 31, 2016, the master-feeder structure was reorganized, resulting in a single fund, the Fund. Class I commenced operations after the Reorganization and is deemed to be the accounting survivor (See Note 1). |
(2) | Selected data for a Net Asset Value per Unit outstanding throughout the period. |
(3) | Calculated using average units outstanding. |
(4) | Rounds to less than $.005. |
(5) | Total investment return before Incentive Fee was calculated based on the effects of the performance of the Fund during the period and adjusted for cash flows related to capital contributions or withdrawals during the period prior to the Reorganization. The full year total investment return before Incentive Fee would calculate to be 12.50% based on the prior method. |
(6) | Total investment return reflects the changes in Net Asset Value based on the effects of the performance of the Fund during the period and adjusted for cash flows related to capital contributions or withdrawals during the period. |
(7) | Total return based on net asset value calculated as the change in Net Asset Value per Unit during the respective periods, assuming distributions, if any, are reinvested on the effects of the performance of the Fund during the period. |
(8) | Represents the ratio of expenses to average net assets absent fee waivers and/or expense reimbursement by/to the Adviser. |
(9) | Ratio does not include expenses of Primary and Secondary Investments. |
N/A - Not Applicable
18
The accompanying notes are an integral part of these Consolidated Financial Statements.
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Notes to Consolidated Financial Statements – March 31, 2018
1. Organization
Partners Group Private Equity (Master Fund), LLC (the “Fund”) is a Delaware limited liability company organized on August 4, 2008 and which commenced operations on July 1, 2009. The Fund is registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), as a non-diversified, closed-end management investment company and is managed by Partners Group (USA) Inc. (the “Adviser”), an investment adviser registered under the Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”). A board of managers (the “Board” or “Managers”) has overall responsibility for the management and supervision of the business operations of the Fund. As permitted by applicable law, the Board may delegate any of its rights, powers and authority to, among others, the officers of the Fund, any committee of the Board, or the Adviser. The Fund’s investment objective is to seek attractive long-term capital appreciation by investing in a globally diversified portfolio of private equity and debt investments. The Fund may make investments through its wholly- owned subsidiaries, Partners Group Private Equity (Subholding), LLC (the “Onshore Subsidiary”) and Partners Group Private Equity (Luxembourg) S.à r.l (the “Offshore Subsidiary”, and together with the Onshore Subsidiary, the “Subsidiaries”). The Board has oversight responsibility for the Fund’s investment in the Subsidiaries and the Fund’s role as sole member of the Subsidiaries.
Units of limited liability company interests in the Fund (“Units”) are offered only to investors that represent that they are an “accredited investor” within the meaning of Rule 501 under the Securities Act of 1933, as amended, and a “qualified client” within the meaning of Rule 205-3 under the Investment Advisers Act. Holders of Units become members of the Fund (“Members”).
Prior to January 1, 2017, the Fund operated as a master fund in a master-feeder structure that included Partners Group Private Equity, LLC and Partners Group Private Equity (TEI), LLC (the “Service Feeder Funds”) and Partners Group Private Equity (Institutional), LLC and Partners Group Private Equity (Institutional TEI), LLC (the “Institutional Feeder Funds” and together with the “Service Feeder Funds”, the “Feeder Funds”). As of December 31, 2016, the master-feeder structure was reorganized, resulting in a single fund, the Fund, with two separate classes of Units (the “Reorganization”). Prior to the Reorganization, the Feeder Funds owned all of the interests of the Fund. As part of the Reorganization, all of the then outstanding interests of the Fund were converted into (i) Class A Units in the case of a Service Feeder Fund and (ii) Class I Units in the case of an Institutional Feeder Fund. The financial statements (including the financial highlights) of the Feeder Funds, and other information about the Feeder Funds, can be obtained on the SEC’s website (http://www.sec.gov). The address of the SEC’s internet site is provided solely for the information of prospective investors and is not intended to be an active link. Following the Reorganization on December 31, 2016 at 11:59pm EST, each member of the Feeder Funds became a Member of the Fund. Effective January 1, 2017, the Fund elected to be treated for U.S. federal income tax purposes and to qualify annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Reorganization constituted a tax-free reorganization of the Fund.
The Fund offers two separate classes of Units designated as Class A Units (the “Class A Units”) and Class I Units (the “Class I Units”). While the Fund presently intends to offer only two classes of Units, in the future it may offer one or more additional classes of Units. The Class A Units and the Class I Units have, and each additional class of Units issued by the Fund, if any, will have different characteristics, particularly in terms of the sales charges that Members in any such class may bear, and the distribution and service fees that such class may be charged. The Fund has received an exemptive order from the SEC with respect to the Fund’s multi-class structure. Class I is deemed to be the accounting survivor of the Reorganization.
Each class represents a pro-rata interest in the Fund, but votes separately on class-specific matters and (as noted below) is subject to different expenses. Realized and unrealized gains and losses and net investment income and losses, other than class-specific expenses, are allocated daily to each class of Units based on the relative net assets of each class to the total net assets of the Fund. Each class of Units differs in its distribution and service plan, if any, and certain other class-specific expenses.
2. Significant Accounting Policies
The Fund is an investment company. Accordingly, these financial statements have applied the guidance set forth in Accounting Standards Codification (“ASC”) 946, Financial Services—Investment Companies. The following is a summary of significant accounting and reporting policies used in preparing the consolidated financial statements.
a. Basis of Accounting
The Fund’s accounting and reporting policies conform with U.S. generally accepted accounting principles (“U.S. GAAP”).
19
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Notes to Consolidated Financial Statements – March 31, 2018 (continued)
2. Significant Accounting Policies (continued)
b. Valuation of Investments
Investments held by the Fund include short-term investments, direct equity and debt investments in operating companies (“Direct Investments”) and primary and secondary investments in private equity funds (“Primary Investments” and “Secondary Investments”, respectively, and collectively, “Private Equity Fund Investments”; Direct Investments and Private Equity Fund Investments, collectively, “Private Equity Investments”).
The Adviser estimates the fair value of the Fund’s Private Equity Investments in conformity with U.S. GAAP and the Fund’s valuation procedures (the “Valuation Procedures”). The Valuation Procedures, which have been approved by the Board, require evaluation of all relevant factors reasonably available to the Adviser at the time the Fund’s Private Equity Investments are valued. The inputs or methodologies used for valuing the Fund’s Private Equity Investments are not necessarily an indication of the risk associated with investing in those investments.
Direct Investments
In assessing the fair value of the Fund’s non-traded Direct Investments in accordance with the Valuation Procedures, the Adviser uses a variety of methods such as the latest round of financing, earnings and multiple analysis, discounted cash flow and market data from third party pricing services, and makes assumptions that are based on market conditions existing at the end of each reporting period. Quoted market prices or dealer quotes for certain similar instruments are used for long-term debt investments where appropriate. Other techniques, such as option pricing models and estimated discounted value of future cash flows, are used to determine fair value for the remaining financial instruments. Because of the inherent uncertainty in valuation, the estimated values may differ from the values that would have been used had a ready market for the securities existed, and the differences could be material.
Private Equity Fund Investments
The fair values of Private Equity Fund Investments determined by the Adviser in accordance with the Valuation Procedures are estimates. These estimates are net of management and performance incentive fees or allocations payable pursuant to the respective organizational documents of the Private Equity Fund Investments. Ordinarily, the fair value of a Private Equity Fund Investment is based on the net asset value of that Private Equity Fund Investment reported by its investment manager. If the Adviser determines that the most recent net asset value reported by the investment manager of a Private Equity Fund Investment does not represent fair value or if the manager of a Private Equity Fund Investment fails to report a net asset value to the Fund, a fair value determination is made by the Adviser in accordance with the Valuation Procedures. In making that determination, the Adviser will consider whether it is appropriate, in light of all relevant circumstances, to value such Private Equity Fund Investment at the net asset value last reported by its investment manager, or whether to adjust such value to reflect a premium or discount to such net asset value. Because of the inherent uncertainty in valuation, the estimated values may differ from the values that would have been used had a ready market for the securities existed, and the differences could be material.
For each class of investment that includes investments that can never be redeemed with the investees, the Fund expects to receive distributions through the liquidation of the underlying assets of the investees at the end of the partnership term.
Daily Traded Investments
The Fund values its investments that are traded (1) on one or more of the U.S. national securities exchanges or the OTC Bulletin Board, at their last sales price, or (2) on NASDAQ at the NASDAQ Official Closing Price, at the close of trading on the exchanges or markets where such securities are traded for the business day as of the relevant determination date. If no sale or official closing price of particular securities are reported on a particular day, the securities will be valued at the closing bid price for securities held long, or the closing ask price for securities held short, or if a closing bid or ask price, as applicable, is not available, at either the exchange or system-defined closing price on the exchange or system in which such securities are principally traded. Securities traded on a foreign securities exchange generally are valued at their closing prices on the exchange where such securities are primarily traded and translated into U.S. Dollars at the current exchange rate provided by a recognized pricing service.
20
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Notes to Consolidated Financial Statements – March 31, 2018 (continued)
| 2. | Significant Accounting Policies (continued) |
Investments for which no prices are obtained under the foregoing procedures, including those for which a pricing service supplies no exchange quotation or a quotation that is believed by the Adviser not to reflect the market value, will be valued at the bid price, in the case of securities held long, or the ask price, in the case of securities held short, supplied by one or more dealers making a market in those securities or one or more brokers. High quality investment grade debt securities (e.g., treasuries, commercial paper, etc.) with a remaining maturity of 60 days or less are valued by the Adviser at amortized cost.
c. Cash and Cash Equivalents
Pending investment in Private Equity Investments and in order to maintain liquidity, the Fund holds cash, including amounts held in foreign currencies and short-term interest bearing deposit accounts. At times, those amounts may exceed applicable federally insured limits. The Fund has not experienced any losses in such accounts and does not believe that it is exposed to any significant credit risk on such accounts.
d. Foreign Currency Translation
The books and records of the Fund are maintained in U.S. Dollars. Generally, assets and liabilities denominated in currencies other than the U.S. Dollar are translated into U.S. Dollar equivalents using valuation date exchange rates, while purchases, realized gains and losses, income and expenses are translated at the transaction date exchange rates. As of March 31, 2018, the Fund’s investments were denominated as follows:
Currency | Number of investments |
Australian Dollars | 5 |
Brazilian Reals | 1 |
Canadian Dollars | 5 |
Danish Krone | 2 |
Euros | 93 |
Hong Kong Dollars | 2 |
Indian Rupees | 2 |
Japanese Yen | 2 |
Norwegian Krone | 1 |
Pound Sterlings | 17 |
Singapore Dollar | 2 |
Swedish Krona | 1 |
Swiss Francs | 1 |
The Fund does not isolate the portion of the results of operations due to fluctuations in foreign exchange rates from changes in fair values of the investments during the period.
e. Forward Foreign Currency Exchange Contracts
The Fund may enter forward foreign currency exchange contracts as a way of managing foreign exchange rate risk. The Fund may enter into these contracts for the purchase or sale of a specific foreign currency at a fixed price on a future date as a hedge or cross hedge against either specific transactions or portfolio positions. The objective of the Fund’s foreign currency hedging transactions is to reduce the risk that the U.S. Dollar value of the Fund’s foreign currency denominated investments will decline in value due to changes in foreign currency exchange rates. All forward foreign currency exchange contracts are “marked-to-market” daily at the applicable translation rates resulting in unrealized gains or losses. Realized gains or losses are recorded at the time the forward foreign currency exchange contract is offset by entering into a closing transaction or by the delivery or receipt of the currency. Risk may arise upon entering into these contracts from the potential inability of counterparties to meet the terms of their contracts and from unanticipated movements in the value of a foreign currency relative to the U.S. Dollar.
21
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Notes to Consolidated Financial Statements – March 31, 2018 (continued)
2. Significant Accounting Policies (continued)
During the year ended March 31, 2018, the Fund entered into 32 long forward foreign currency exchange contracts. As disclosed in the Consolidated Statement of Assets and Liabilities, the Fund had $1,556,279 in unrealized appreciation and $169,394 in unrealized depreciation on forward foreign currency exchange contracts. As disclosed in the Consolidated Statement of Operations, the Fund had $(35,554,801) in net realized losses and $(1,515,601) change in net unrealized appreciation on forward foreign currency contracts. The outstanding forward foreign currency exchange contract amounts at March 31, 2018 are representative of contract amounts during the period.
f. Investment Income
The Fund records distributions of cash or in-kind securities from a Private Equity Investment at fair value based on the information contained in distribution notices provided to the Fund by the Private Equity Investment when distributions are received. Thus, the Fund recognizes within the Consolidated Statement of Operations its share of realized gains or (losses) and the Fund’s share of net investment income or (loss) based upon information received about distributions from Private Equity Investments. Unrealized appreciation (depreciation) on investments within the Consolidated Statement of Operations includes the Fund’s share of unrealized gains and losses, realized undistributed gains/losses, and the Fund’s share of undistributed net investment income or (loss) from Private Equity Investments for the relevant period.
For certain Direct Investments, the Fund accounts for particular income received as other income and transaction income. The other income includes transfer fees, amendment fees, unfunded fees and any other income which is not categorized as an interest income. The transaction income is an extraordinary income for certain Direct Investments including break-up fees, directors’ fees, financial advisory fees, topping fees, investment banking fees, monitoring fees, organizational fees, syndication fees, and any other fees payable to the Fund with respect to any Direct Investments or unconsummated transactions.
g. Fund Expenses
The Fund bears all expenses incurred in the business of the Fund on an accrual basis, including, but not limited to, the following: all costs and expenses related to portfolio transactions and positions for the Fund’s account; legal fees; accounting, auditing, and tax preparation fees; custodial fees; fees for line of credit; fees for data and software providers; costs of insurance; registration expenses; Board fees; and expenses of meetings of the Board.
h. Costs Relating to Purchases of Secondary Investments
Costs relating to purchases of Secondary Investments consist of imputed expenses relating to the amortization of deferred payments on Secondary Investments. Such expenses are recognized on a monthly basis until the due date of a deferred payment. At due date the net present value of such payment equals the notional amount due to the respective counterparty.
i. Income Taxes
The Fund recognizes tax positions in its consolidated financial statements only when it is more likely than not that the position will be sustained upon examination by the relevant taxing authority based on the technical merits of the position. A position that meets this standard is measured at the largest amount of benefit that will more likely than not be realized upon settlement. The Fund reports any interest expense related to income tax matters in income tax expense, and any income tax penalties under expenses in the Consolidated Statements of Operations.
The Fund’s tax positions have been reviewed based on applicable statutes of limitation for tax assessments, which may vary by jurisdiction, and based on such review, the Fund has concluded that no additional provision for income tax is required in the Fund’s consolidated financial statements. The Fund is subject to potential examination by certain taxing authorities in various jurisdictions. The Fund’s tax positions are subject to ongoing interpretation of laws and regulations by taxing authorities.
Prior to January 1, 2017, for U.S. federal income tax purposes, the Fund was treated as a partnership, and each Member of the Fund (i.e., each Feeder Fund) was treated as the owner of its allocated share of the net assets, income, expenses, and the realized and unrealized gains (losses) of the Fund. Accordingly, no U.S. federal, state or local income taxes were paid by the Fund on the income or gains of the Fund since the Members are individually liable for the taxes on their allocated share of such income or gains of the Fund.
22
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Notes to Consolidated Financial Statements – March 31, 2018 (continued)
2. Significant Accounting Policies (continued)
Effective December 31, 2016, the Fund filed an election with the Internal Revenue Service to be treated as an association taxable as a corporation for U.S. federal income tax purposes. Furthermore, effective January 1, 2017, the Fund elected to be treated for U.S. federal income tax purposes and to qualify annually, as a regulated investment company (“RIC”) under the Internal Revenue Code of 1986, as amended (the “Code”). If the Fund were to fail to meet the requirements of Subchapter M of the Code to qualify as a RIC, and if the Fund were ineligible to or otherwise were not to cure such failure, the Fund would be subject to tax on its taxable income at corporate rates, whether or not distributed to Members, and all distributions out of earnings and profits would be taxable to Members as ordinary income. In addition, the Fund could be required to recognize unrealized gains, pay substantial taxes and interest and make substantial distributions before re-qualifying as a RIC that is accorded special tax treatment under Subchapter M of the Code. The Fund intends to comply with the requirements under Subchapter M of the Code and to distribute substantially all of its taxable income and gains to Members and to meet certain diversification and income requirements with respect to its investments. The Onshore Subsidiary will continue to be treated as an association taxable as a corporation for U.S. federal income tax purposes. The Offshore Subsidiary will continue to be treated as an entity disregarded as separate from its sole owner, the Fund, for U.S. federal income tax purposes. As part of the process of preparing its consolidated financial statements, the Onshore Subsidiary is required to account for its estimate of income taxes for Federal and State purposes through the establishment of a deferred tax asset or liability. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. To the extent the Onshore Subsidiary has a deferred tax asset, consideration is given to whether or not a valuation allowance is required. The Offshore Subsidiary is not subject to U.S. federal and state income taxes.
The Fund files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Fund is subject to examination by U.S. federal, state, local and foreign jurisdictions, where applicable. As of March 31, 2018, the tax years from the year 2014 forward remain subject to examination by the major tax jurisdictions under the statute of limitations.
The Fund reclassified $93,209,952 from undistributed net investment income, $393,836,936 of accumulated net realized gain (loss) on investments, forward foreign currency contracts and $197,605,822 of accumulated net unrealized appreciation on investments, forward foreign currency contracts and foreign currency translation, to paid-in capital during the year ended March 31, 2017. The reclassification reflected an adjustment to paid-in capital due to the change for federal income tax purposes in taxation as a partnership to taxation as a RIC.
There were no current or deferred taxes recognized for the Onshore and Offshore blockers.
j. Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires the Fund to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in capital from operations during the reporting period. Actual results can differ from those estimates.
k. Consolidated Financial Statements
The Consolidated Schedule of Investments, Consolidated Statement of Assets and Liabilities, Consolidated Statement of Operations, Consolidated Statements of Changes in Net Assets, Consolidated Statement of Changes in Members’ Equity, Consolidated Statement of Cash Flows and Consolidated Financial Highlights of the Fund include the accounts of the Subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.
l. Disclosures about Offsetting Assets and Liabilities
The Fund is subject to Financial Accounting Standards Board’s (“FASB”) Disclosures about Offsetting Assets and Liabilities which requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The guidance requires retrospective application for all comparative periods presented.
23
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Notes to Consolidated Financial Statements – March 31, 2018 (continued)
2. Significant Accounting Policies (continued)
For financial reporting purposes, the Fund does not offset derivative assets and liabilities that are subject to Netting Agreements (“MNA”) or similar arrangements in the Consolidated Statement of Assets and Liabilities. The Fund has adopted the disclosure requirements on offsetting in the following table which presents the Fund’s derivative assets by type, net of amounts available for offset under a MNA and net of the related collateral received by the Fund as of March 31, 2018:
Counterparty | | Gross Amounts of Recognized Assets | | | Gross Amounts Offset in the Consolidated Statement of Assets and Liabilities | | | Net Amounts of Assets Presented in the Consolidated Statement of Assets and Liabilities | | | Collateral Pledged | | | Net Amount1 | |
Barclays Capital | | $ | 1,280,715 | | | $ | — | | | $ | — | | | $ | — | | $ | 1,280,715 | |
Bank of America | | | 106,170 | | | | — | | | | — | | | | — | | | | 106,170 | |
1 | Net amount represents the net amount receivable from the counterparty in the event of default. |
m. Recently Adopted Accounting Pronouncement
In October 2016, the SEC adopted new rules and amended rules intended to modernize the reporting and disclosure of information by registered investment companies. In part, the new and amended rules amend Regulation S-X and require standardized, enhanced disclosure about derivatives in investment company financial statements, as well as other amendments. The compliance date for the amendments to Regulation S-X was August 1, 2017.
3. Fair Value Measurements
In conformity with U.S. GAAP, investments are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Estimated values may differ from the values that would have been used if a ready market existed or if the investments were liquidated at the valuation date. A three-tier hierarchy is used to distinguish between (1) inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund’s investments. The inputs are summarized in the three broad levels listed below:
Valuation of Investments
● | Level 1 – Quoted prices are available in active markets for identical investments as of the measurement date. The type of investments included in Level 1 include marketable securities that are primarily traded on a securities exchange or over-the-counter. The fair value is determined to be the last sale price on the determination date, or, if no sales occurred on any such day, the mean between the closing bid and ask prices on such day. The Fund does not apply a blockage discount to the quoted price for these investments, even in situations where the Fund holds a large position and a sale could reasonably impact the quoted price. |
● | Level 2 – Pricing inputs are other than quoted prices in active markets (i.e., Level 1 pricing) and fair value is determined through the use of models or other valuation methodologies through direct or indirect corroboration with observable market data. Investments which are generally included in this category include corporate notes, convertible notes, warrants and restricted equity securities. The fair value of legally restricted equity securities may be discounted depending on the likely impact of the restrictions on liquidity and the Adviser’s estimates. |
24
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Notes to Consolidated Financial Statements – March 31, 2018 (continued)
3. Fair Value Measurements (continued)
● | Level 3 – Pricing inputs are unobservable for the investment and include situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require significant management judgment and/or estimation. Investments that are included in this category are equity and debt investments that are privately owned, as well as convertible notes and warrants that are not actively traded. The fair value for investments using Level 3 pricing inputs are based on the Adviser’s estimates that consider a combination of various performance measurements including the timing of the transaction, the market in which the Investment operates, comparable market transactions, performance and projections and various performance multiples as applied to earnings before interest, taxes, depreciation and amortization or a similar measure of earnings for the latest reporting period and forward earnings, brokers quotes as well as discounted cash flow analysis. |
The following table presents the Fund’s investments at March 31, 2018 measured at fair value. Due to the inherent uncertainty of valuations, estimated values may materially differ from the values that would have been used had a ready market for the securities existed.
The following is a summary of the Fund’s investments classified in the fair value hierarchy as of March 31, 2018:
Investments | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Assets | | | | | | | | | | | | |
Common Stocks | | $ | 124,234,335 | | | $ | — | | | $ | — | | | $ | 124,234,335 | |
Direct Investments: | | | | | | | | | | | | | | | | |
Direct Equity | | | 38,596,536 | | | | 11,890,494 | | | | 1,183,441,672 | | | | 1,233,928,702 | |
Direct Debt | | | — | | | | 10,415,524 | | | | 717,722,152 | | | | 728,137,676 | |
Total Direct Investments* | | $ | 38,596,536 | | | $ | 22,306,018 | | | $ | 1,901,163,824 | | | $ | 1,962,066,378 | |
Secondary Investments* | | | — | | | | — | | | | 289,232,070 | | | | 289,232,070 | |
Primary Investments* | | | — | | | | — | | | | 303,513,832 | | | | 303,513,832 | |
Short-Term Investments | | | 319,247,849 | | | | — | | | | — | | | | 319,247,849 | |
Total Investments | | $ | 482,078,720 | | | $ | 22,306,018 | | | $ | 2,493,909,726 | | | $ | 2,998,294,464 | |
Other Financial Instruments |
Foreign Currency Exchange Contracts** | | | 1,556,279 | | | | — | | | | — | | | | 1,556,279 | |
Total Assets | | $ | 483,634,999 | | | $ | 22,306,018 | | | $ | 2,493,909,726 | | | $ | 2,999,850,743 | |
Liabilities | | | | | | | | | | | | | | | | |
Foreign Currency Exchange Contracts** | | $ | (169,394 | ) | | $ | — | | | $ | — | | | $ | (169,394 | ) |
Total Liabilities | | $ | (169,394 | ) | | $ | — | | | $ | — | | | $ | (169,394 | ) |
Net appreciation on Foreign Currency Exchange Contracts | | $ | 1,386,885 | | | $ | — | | | $ | — | | | $ | 1,386,885 | |
Total Investments net of Foreign Currency Exchange Contracts | | $ | 483,465,605 | | | $ | 22,306,018 | | | $ | 2,493,909,726 | | | $ | 2,999,681,349 | |
* | Private Equity Investments are detailed in Note 2.b. |
** | Forward Foreign Currency Exchange Contracts are detailed in Note 2.e. |
25
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Notes to Consolidated Financial Statements – March 31, 2018 (continued)
3. Fair Value Measurements (continued)
The following is a reconciliation of those investments in which significant unobservable inputs (Level 3) were used in determining value:
| | Balance as of April 1, 2017 | | | Realized gain/(loss) | | | Net change in unrealized appreciation/ (depreciation) | | | Gross purchases | | | Gross sales | | | Net amortization of discount/ (premium) | | | Net transfers in or out of Level 3 | | | Balance as of March 31, 2018 | |
Direct Investments: | | | | | | | | | | | | | | | | | | | | | | | | |
Direct Equity Investments | | $ | 670,787,633 | | | $ | (30,404,466 | ) | | $ | 139,899,145 | | | $ | 445,431,649 | | | $ | (27,903,729 | ) | | $ | — | | | $ | (14,368,560 | ) | | $ | 1,183,441,672 | |
Direct Debt Investments | | | 702,087,168 | | | | 4,291,010 | | | | 13,637,096 | | | | 219,847,950 | | | | (210,398,768 | ) | | | 107,696 | | | | (11,850,000 | ) | | | 717,722,152 | |
Total Direct Investments* | | $ | 1,372,874,801 | | | $ | (26,113,456 | ) | | $ | 153,536,241 | | | $ | 665,279,599 | | | $ | (238,302,497 | ) | | $ | 107,696 | | | $ | (26,218,560 | ) | | $ | 1,901,163,824 | |
Secondary Investments* | | | 258,426,226 | | | | (3,330,680 | ) | | | 48,603,445 | | | | 96,165,073 | | | | (110,631,994 | ) | | | — | | | | — | | | | 289,232,070 | |
Primary Investments* | | | 202,368,793 | | | | (13,978 | ) | | | 38,844,648 | | | | 115,016,119 | | | | (52,701,750 | ) | | | — | | | | — | | | | 303,513,832 | |
Total | | $ | 1,833,669,820 | | | $ | (29,458,114 | ) | | $ | 240,984,334 | | | $ | 876,460,791 | | | $ | (401,636,241 | ) | | $ | 107,696 | | | $ | (26,218,560 | ) | | $ | 2,493,909,726 | |
Transfers between levels of the fair value hierarchy are reported at the beginning of the reporting period in which they occur. For the year ended March 31, 2018, $26,218,560 was transferred from Level 3 to Level 2.
The amount of the net change in unrealized appreciation for the year ended March 31, 2018 relating to investments in Level 3 assets still held at March 31, 2018 is $240,984,334, which is included as a component of net change in accumulated unrealized depreciation on investments on the Consolidated Statement of Operations.
Changes in inputs or methodologies used for valuing investments may result in a transfer in or out of levels within the fair value hierarchy. The inputs or methodologies used for valuing investments may not necessarily be an indication of the risk associated with investing in those investments. Transfers between different levels of the fair value disclosure hierarchy are deemed to have occurred as of the beginning of the reporting period.
* | For the purposes of the tables above: “Direct Investments” are private investments directly into the equity or debt of selected operating companies, often together with the management of the investee operating company. Primary Investments are investments in newly established private equity partnerships where underlying portfolio companies are generally not known as of the time of investment. Secondary Investments involve acquiring single or portfolios of assets on the secondary market. Secondary Investments are Private Equity Fund Investments generally acquired in the secondary market. Notwithstanding the foregoing, if the Fund reasonably determines that the strict application of the above definitions would not reflect the economic substance of any Investment, the Fund may re-classify such Investment as it deems appropriate. |
The Valuation Procedures are implemented by the Adviser and State Street Bank and Trust Company, as the Fund’s administer (the “Administrator”). Both the Adviser and the Administrator report to the Board. For third-party information, the Administrator monitors and reviews the methodologies of the various pricing services employed by the Fund. The Adviser employs valuation techniques for Private Equity Investments held by the Fund, which include discounted cash flow methods and market comparables. The Adviser and one or more of its affiliates may act as investment advisers to clients other than the Fund that hold Private Equity Investments held by the Fund. In such cases, the Adviser may value such Private Equity Investments in consultation with its affiliates.
The valuations attributed to Private Equity Investments held by the Fund and other clients of the Adviser might differ as a result of differences in accounting, regulatory and other factors applicable to the Fund and the other clients.
26
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Notes to Consolidated Financial Statements – March 31, 2018 (continued)
3. Fair Value Measurements (continued)
The following is a summary of quantitative information about significant unobservable valuation inputs approved by the Adviser for Level 3 Fair Value Measurements for investments held as of March 31, 2018:
Type of Security | | Fair Value at March 31, 2018 (000’s)* | | | Valuation Technique(s) | | Unobservable Input | | Range (weighted average) |
Direct Investments: | | | | | | | | | |
Direct Equity | | $ | 773,957 | | | Market comparable companies | | Enterprise value to EBITDA multiple | | 3.00 x – 17.80 x (12.43 x) |
| | | 46,669 | | | Market comparable companies | | Price to book ratio | | 4.15 x - 4.15 x (4.15 x) |
| | | 13,540 | | | Market comparable companies | | Enterprise value to sales multiple | | 0.90 x - 2.00 x (1.02 x) |
| | | 5,460 | | | Reported fair value | | Reported fair value | | n/a - n/a (n/a) |
| | | 331 | | | Exit price | | Recent transaction price | | n/a - n/a (n/a) |
| | | 351,256 | | | Recent financing | | Recent transaction price | | n/a - n/a (n/a) |
Direct Debt | | $ | 10,560 | | | Market comparable companies | | Enterprise value to EBITDA multiple | | 6.21 x – 7.10 x (6.67 x) |
| | | 252,948 | | | Discounted cash flow | | Discount factor | | 7.30% -12.53% (10.42%) |
| | | 404,916 | | | Broker quotes | | Indicative quotes for an inactive market | | n/a - n/a (n/a) |
| | | 12,108 | | | Reported fair value | | Reported fair value | | n/a - n/a (n/a) |
Primary and Secondary Investments | | $ | 46,743 | | | Recent financing | | Recent transaction price | | n/a - n/a (n/a) |
| | | 574,571 | | | Adjusted reported net asset value | | Reported net asset value | | n/a - n/a (n/a) |
| | | 5,843 | | | Adjusted reported net asset value | | Fair value adjustments | | n/a - n/a (n/a) |
* | Level 3 fair value includes accrued interest. |
Level 3 Direct Equity Investments valued by using an unobservable input factor are directly affected by a change in that factor. For Level 3 Direct Debt Investments, the Fund arrives at a fair value through the use of earnings and multiples analysis and a discounted cash flows analysis which consider credit risk and interest rate risk of the particular investment. Significant increases or decreases in these inputs in isolation would result in a significantly lower or higher fair value measurement.
27
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Notes to Consolidated Financial Statements – March 31, 2018 (continued)
4. Revolving Credit Agreement
Effective February 2, 2016, the Fund entered into a secured, committed multicurrency revolving line of credit (“LOC”) facility with Lloyds Bank plc and The Royal Bank of Scotland plc in the aggregate maximum principal amount of $150,000,000. The Fund anticipates that this line of credit facility will be primarily used for working capital requirements and for financing investments and funding associated costs and expenses. The Fund will incur additional interest and other expenses with respect to the use of this and other future line of credit facilities. Borrowings are charged a rate of interest per annum which is the aggregate of the applicable margin and London Interbank Offered Rate (“LIBOR”) or, in relation to any loan in Euros, the Euro Interbank Offered Rate (“EURIBOR”), and a commitment fee of 1.20% per annum on the daily unused portion. For the year ended March 31, 2018, the Fund did not utilize this LOC and paid no interest on borrowings. There were no outstanding borrowings at March 31, 2018. In addition to the Commitment fees of 1.20% the Fund pays Arrangement fees ( 1.15% of the total commitment), Agency fees of$25,000 per annum, Monitoring fees of $25,000 per annum and Trustee fees of $15,000 per annum. The Arrangement fees are disclosed as an asset amortized over the life of the LOC arrangement and expensed monthly on the Statement of Operations as a Line of Credit fees. The arrangement fees are paid in several instalments with the first payment due on the date of the Facility Agreement followed by the first and second anniversary of the date of the contract.
5. Distributions/Allocation of Members’ Capital
Until December 31, 2016, net profits or net losses of the Fund for each Allocation Period (as defined below) were allocated among and credited to or debited against the capital accounts of the Members (i.e., each Feeder Fund). Each “Allocation Period” is a period that begins on the day after the last day of the preceding Allocation Period and ends at the close of business on the first to occur thereafter of: (1) the last day of a calendar month, (2) the last day of a taxable year, (3) the day preceding a day on which newly issued Interests are purchased by Members, (4) a day on which Interests are repurchased by the Fund pursuant to tenders of Interests by Members or (5) a day on which any amount is credited to or debited from the capital account of any Member other than an amount to be credited to or debited from the capital accounts of all Members in accordance with their respective investment percentages.
As of January 1, 2017, the Fund contemplates declaring at least annually as dividends all or substantially all of its investment company taxable income. From time to time, the Fund may also pay special interim distributions in the form of cash or Units at the discretion of the Board. Unless Members elect to receive distributions in the form of cash, the Fund intends to make its ordinary distributions in the form of additional Units under a dividend reinvestment plan. Any distributions reinvested will nevertheless remain taxable to Members that are U.S. persons.
From and after January 1, 2017, the Incentive Allocation has been replaced by an “Incentive Fee” having the same economic effect on Members as the Incentive Allocation. See discussion in Note 7.
6. Unit Transactions/Subscription and Repurchase of Units
Units are generally offered for purchase as of the first day of each calendar month, except that Units may be offered more or less frequently as determined by the Board in its sole discretion.
Pursuant to the conditions of an exemptive order issued by the SEC, and in compliance with Rule 12b-1 under the Investment Company Act, the Fund has adopted a Distribution and Service Plan with respect to the Class A Units (the “Distribution Plan”). The Distribution Plan allows the Fund to pay distribution fees for the promotion and distribution of its Class A Units and the provision of personal services to holders of Class A Units. Under the Distribution Plan, the Fund may pay as compensation up to 0.70% on an annualized basis of the value of the Fund’s net asset attributable to Class A Units (the “Distribution Fee”) to the Fund’s placement agent or other qualified recipients. Payment of the Distribution Fee is governed by the Distribution Plan. The Distribution Fee is paid out of the Fund’s assets and decreases the net profits or increases the net losses of the Fund solely with respect to Class A Units. Class I Units are not subject to the Distribution Plan or the Distribution Fee and do not bear any expenses associated therewith. In addition, under the Distribution Plan, subscriptions for Class A Units may be subject to a placement fee (the “Placement Fee”) of up to 3.50% of the subscription amount. No Placement Fee may be charged without the consent of the placement agent.
28
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Notes to Consolidated Financial Statements – March 31, 2018 (continued)
6. Unit Transactions/Subscription and Repurchase of Units (continued)
The Board may, from time to time and in its sole discretion, cause the Fund to repurchase Units from Members pursuant to written tenders by Members at such times and on such terms and conditions as established by the Board. In determining whether the Fund should offer to repurchase Units, the Board considers the recommendation of the Adviser, as well as a variety of other operational, business and economic factors. The Adviser anticipates recommending to the Board that, under normal circumstances, the Fund conduct quarterly repurchase offers for Units having an aggregate value of no more than 5% of the Fund’s net assets on or about each January 1st, April 1st, July 1st and October 1st. A 2.00% early repurchase fee (the “Early Repurchase Fee”) will be charged by the Fund with respect to any repurchase of Units from a Member at any time prior to the day immediately preceding the first anniversary of the Member’s purchase of such Units. For purposes of calculation of the Early Repurchase Fee, Units issued in the Reorganization and representing interests in a Feeder Fund that were outstanding for more than twelve months prior to December 31, 2016 are treated as having been outstanding for more than twelve months. Moreover, Units issued in the Reorganization and representing interests in a Feeder Fund outstanding for less than twelve months prior to December 31, 2016 are treated as having been outstanding for less than twelve months for purposes of calculation of the Early Repurchase Fee. For all Units received in connection with the Reorganization, the prior holding period is tacked.
Transactions in Fund Units were as follows:
| | For the Year Ended March 31, 2018 | | | For the Period from January 1, 2017 (Reorganization) through March 31, 2017 | |
| | Units | | | Dollar Amounts | | | Units | | | Dollar Amounts | |
Class A Units | | | | | | | | | | | | |
Sales | | | 58,215,064 | | | $ | 312,152,321 | | | | 15,608,947 | (1) | | $ | 78,770,728 | (1) |
Reinvestments | | | 13,117,779 | | | | 70,569,716 | | | | — | | | | — | |
Repurchases | | | (8,398,141 | ) | | | (45,535,178 | ) | | | (2,147,288 | )(2) | | | (11,100,096 | )(2) |
Class exchanges | | | (6,870,446 | ) | | | (37,112,028 | ) | | | (53,481,499 | ) | | | (270,450,808 | ) |
Net increase (decrease) | | | 56,064,256 | | | $ | 300,074,831 | | | | (40,019,840 | ) | | $ | (202,780,176 | ) |
| | | | | | | | | | | | | | | | |
Class I Units | | | | | | | | | | | | | | | | |
Sales | | | 84,795,113 | | | $ | 458,679,001 | | | | 9,394,736 | (1) | | $ | 47,473,000 | (1) |
Reinvestments | | | 12,152,892 | | | | 65,428,738 | | | | — | | | | — | |
Repurchases | | | (14,130,540 | ) | | | (76,536,807 | ) | | | (2,482,552 | )(2) | | | (12,855,534 | )(2) |
Class exchanges | | | 6,846,411 | | | | 37,112,028 | | | | 53,448,629 | | | | 270,450,808 | |
Net increase | | | 89,663,876 | | | $ | 484,682,960 | | | | 60,360,813 | | | $ | 305,068,274 | |
(1) | In connection with the Reorganization, excludes Units issued equal to 297,197,696 and 131,904,371, and $1,485,988,480 and $659,521,857, of Class A Units and Class I Units, respectively. |
(2) | Includes Early Repurchase Fees of $1,478 and $0 of Class A Units and Class I Units, respectively. |
29
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Notes to Consolidated Financial Statements – March 31, 2018 (continued)
7. Management Fees, Incentive Fee and Expenses of Managers
The Adviser is responsible for providing day-to-day investment management services to the Fund, subject to the ultimate supervision of and subject to any policies established by the Board, pursuant to the terms of an investment management agreement with the Fund (the “Investment Management Agreement”). Under the Investment Management Agreement, the Adviser is responsible for developing, implementing and supervising the Fund’s investment program. Until December 31, 2016, the Fund paid the Adviser a monthly management fee equal to 1/12th of 1.25% (1.25% on an annualized basis) of the greater of (i) the Fund’s net asset value and (ii) the Fund’s net asset value less cash and cash equivalents plus the total of all commitments made by the Fund that have not yet been drawn for investment.
Since January 1, 2017, the Fund paid the Adviser a monthly management fee equal to 1/12th of 1.50% (1.50% on an annualized basis) of the greater of (i) the Fund’s net asset value and (ii) the Fund’s net asset value less cash and cash equivalents plus the total of all commitments made by the Fund that have not yet been drawn for investment. In no event will the management fee exceed 1.75% as a percentage of the Fund’s net asset value. For the year ended March 31, 2018, the Fund incurred $44,716,557 in management fees to the Adviser.
In addition, until December 31, 2016, at the end of each calendar quarter (and at certain other times), an amount (the “Incentive Allocation”) equal to 10% of the excess, if any, of (i) the allocable share of the net profits of the Fund for the relevant period of each Member over (ii) the then balance, if any, of that Member’s Loss Recovery Account (as defined below) was debited from such Member’s capital account and credited to a capital account of the Adviser (or, to the extent permitted by applicable law, of an affiliate of the Adviser) in the Fund (the “Incentive Allocation Account”). The Incentive Allocation Account was maintained solely for the purpose of being allocated the Incentive Allocation and thus, the Incentive Allocation Account did not participate in the net profits or losses of the Fund.
Effective January 1, 2017, at the end of each calendar quarter (and at certain other times), the Adviser will be entitled to receive an amount (the “Incentive Fee”) equal to 10% of the excess, if any, of (i) the net profits of the Fund for the relevant period over (ii) the then balance, if any, of the New Loss Recovery Account (as defined below). For the purposes of the Incentive Fee, the term “net profits” shall mean the amount by which the net asset value of the Fund on the last day of the relevant period exceeds the net asset value of the Fund as of the commencement of the same period, including any net change in unrealized appreciation or depreciation of investments and realized income and gains or losses and expenses. The Fund maintains a memorandum account (the “New Loss Recovery Account”), which had an initial balance of zero and will be (i) increased upon the close of each calendar quarter of the Fund by the amount of the net losses of the Fund for the quarter, and (ii) decreased (but not below zero) upon the close of each calendar quarter by the amount of the net profits of the Fund for the quarter. Members will benefit from the New Loss Recovery Account in proportion to their holdings of Units. For the year ended March 31, 2018, the Fund incurred $36,630,703 in Incentive Fees to the Adviser.
Effective January 1, 2018 in consideration of the services rendered by the special advisers to the Board, the Fund pays each special adviser a fee of $80,667.00 per year. The Managers and Special Advisers to the Board do not receive any pension or retirement benefits. The Fund also reimburses the Independent Managers and the special advisers expenses in connection with their services as Managers and special advisers, respectively.
30
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Notes to Consolidated Financial Statements – March 31, 2018 (continued)
8. Affiliated Investments
Under Section 2(a)(3) of the Investment Company Act, a portfolio company is defined as “affiliated” if a Fund owns five percent or more of its outstanding voting securities. The Fund held at least five percent of the outstanding voting securities of the following companies as of March 31, 2018:
| | Shares as of March 31, 2018 | | | Fair Value as of March 31, 2017 | | | Gross Additions(1) | | | Gross Reductions(2) | | | Change in Unrealized Gains (Losses) | | | Fair Value as of March 31, 2018 | | | Affiliated Income/ accretion of discount | |
Non-Controlled Affiliates | | | | | | | | | | | | | | | | | | | | | |
AAVAS Financiers Limited | | | 7,516,440 | | | $ | 28,980,774 | | | $ | 6,909,642 | | | $ | — | | | $ | 10,778,432 | | | $ | 46,668,848 | | | $ | — | |
Astorg Co-Invest SGG, FCPI(3) | | | — | | | | 13,201,136 | | | | 3,085,450 | | | | — | | | | 8,873,027 | | | | 25,159,613 | | | | — | |
Camelia Investment 1 Limited | | | 6,771,389,178 | | | | — | | | | 89,256,224 | | | | — | | | | 5,896,079 | | | | 95,152,303 | | | | 872,612 | |
Capvis IV Co-Investors Faster L.P.(3) | | | — | | | | 16,794,854 | | | | 749 | | | | — | | | | 30,646,184 | | | | 47,441,787 | | | | 2,425 | |
ECP Holding Company, LLC | | | 9,753,907 | | | | 8,990,000 | | | | 527,273 | | | | — | | | | 2,558,318 | | | | 12,075,591 | | | | — | |
Huntress Co-Investment L.P., 1(3) | | | — | | | | 44,255,297 | | | | — | | | | — | | | | 5,986,598 | | | | 50,241,895 | | | | — | |
MHS Acquisition Holdings, LLC* | | | 8,218,840 | | | | 6,719,233 | | | | 726,600 | | | | — | | | | 145,469 | | | | 7,591,302 | | | | — | |
MHS Blocker Purchaser L.P.(3)* | | | — | | | | 28,280,767 | | | | 773,007 | | | | — | | | | 567,623 | | | | 29,621,397 | | | | — | |
OHCP IV SF COI, L.P.(3) | | | — | | | | — | | | | 21,760,000 | | | | — | | | | — | | | | 21,760,000 | | | | — | |
Onecall Holdings, L.P.(3) | | | — | | | | — | | | | 78,652,850 | | | | — | | | | — | | | | 78,652,850 | | | | 767,259 | |
Quadriga Capital IV | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Investment Holding II L.P.(3)* | | | — | | | | 15,327,237 | | | | 1,021,008 | | | | — | | | | 6,605,667 | | | | 22,953,912 | | | | — | |
Safe Fleet Holdings LLC | | | 2,094,750 | | | | — | | | | 2,094,799 | | | | — | | | | 11,764 | | | | 2,106,563 | | | | 48 | |
Total Non-Controlled Affiliates | | | | | | $ | 162,549,298 | | | $ | 204,807,602 | | | $ | — | | | $ | 72,069,161 | | | $ | 439,426,061 | | | $ | 1,642,344 | |
(1) | Gross additions may include increases in the cost basis of investments resulting from new portfolio investments, the accretion of discounts and the exchange of one or more existing securities for one or more new securities. |
(2) | Gross reductions may include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales and the exchange of one or more existing securities for one or more new securities. |
(3) | Investment does not issue shares. |
* | The financial statements for the period ended March 31, 2017 incorrectly omitted these investments as affiliates. Fund management has evaluated the impact of this omission on the previously issued financial statements as of and for the year ended March 31, 2017 taken as a whole and concluded that such financial statements were not materially misstated. However, in order to correctly present the above affiliate investments for the year ended March 31, 2018, the previously issued financial statements were revised to correct for this omission. |
31
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Notes to Consolidated Financial Statements – March 31, 2018 (continued)
9. Accounting and Administration Agreement
The Administrator serves as administrator and accounting agent to the Fund and provides certain accounting, record keeping and investor related services. For these services the Administrator receives a fixed monthly fee, based upon average net assets, fees on portfolio transactions, as well as reasonable out of pocket expenses. For the year ended March 31, 2018, the Fund accumulated $2,697,284, in administration and accounting fees.
10. Investment Transactions
Total purchases of investments for the year ended March 31, 2018 amounted to $947,871,630. Total distribution proceeds from sale, redemption, or other disposition of investments for the year ended March 31, 2018 amounted to $536,899,515. The cost of investments for U.S. federal income tax purposes is adjusted for items of taxable income allocated to the Fund from such investments. The Fund relies upon actual and estimated tax information provided by the managers of the investments as to the amounts of taxable income allocated to the Fund as of March 31, 2018.
11. Indemnification
In the normal course of business, the Fund may enter into contracts that provide general indemnification. The Fund’s maximum exposure under these agreements is dependent on future claims that may be made against the Fund under such agreements, and therefore cannot be established; however, based on management’s experience, the risk of loss from such claims is considered remote.
12. Commitments
As of March 31, 2018, the Fund had funded $3,316,966,571 or 81.1% of the $4,089,341,060 of its total commitments to Private Equity Investments. With respect to its (i) Direct Investments it had funded $2,389,036,110 of $2,448,398,175 in total commitments, (ii) Secondary Investments it had funded $606,861,717 of $638,847,782 in total commitments, and (iii) Primary Investments it had funded $321,068,744 of $1,002,095,103 in total commitments, in each case, as of March 31, 2018.
13. Risk Factors
An investment in the Fund involves significant risks, including industry risk, liquidity risk, interest rate risk and economic conditions risk, that should be carefully considered prior to investing and should only be considered by persons financially able to maintain their investment and who can afford a loss of a substantial part or all of such investment. The Fund invests substantially all of its available capital in Private Equity Investments. Typically, these investments are in restricted securities that are not traded in public markets and subject to substantial holding periods, so that the Fund may not be able to resell some of its holdings for extended periods, which may be several years. The Fund may have a concentration of investments in a particular industry or sector. Investment performance of the sector may have a significant impact on the performance of the Fund. The Fund’s investments are also subject to the risk associated with investing in private equity securities. The investments in private securities are illiquid, can be subject to various restrictions on resale, and there can be no assurance that the Fund will be able to realize the value of such investments in a timely manner. Private Equity Fund Investments are generally closed-end private equity partnerships with no right to withdraw prior to the termination of the partnership. The frequency of withdrawals is dictated by the governing documents of the Private Equity Fund Investments. As a consequence of the inherent uncertainty in valuation, the estimated values may differ from the values that would have been used had a ready market for the securities existed, and the differences could be material.
Investments in Fund Units provide limited liquidity because Members will not be able to redeem Units on a daily basis because the Fund is a closed-end fund. Therefore investment in the Fund is suitable only for investors who can bear the risks associated with the limited liquidity of Units and should be viewed as a long-term investment. No guarantee or representation is made that the investment objective will be met.
32
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Notes to Consolidated Financial Statements – March 31, 2018 (continued)
14. Tax Information
Distributions to shareholders are recorded on ex-dividend date. Income dividends and gain distributions are determined in accordance with income tax rules and regulations, which may differ from generally accepted accounting principles. Certain capital accounts in the financial statements have been adjusted for permanent book- tax differences. These adjustments have no impact on net asset values or results of operations.
The tax year of the fund is October 31.
For the tax year ended October 31, 2017, the Fund’s aggregate investment unrealized appreciation and depreciation based on cost for U.S. federal income tax purposes were as follows:
| | Investments | | | Forward Foreign Currency Contracts | |
Tax Cost | | $ | 2,523,783,901 | | | $ | 468,933,009 | |
Gross unrealized appreciation | | | 399,481,077 | | | | 1,556,279 | |
Gross unrealized depreciation | | | (209,063,466 | ) | | | (169,394 | ) |
Net unrealized investment appreciation | | $ | 190,417,611 | | | $ | 1,386,885 | |
For the tax year ended October 31, 2017, the Fund made the following permanent book tax differences and reclasses:
Paid in capital excess of par value | | $ | 12,926,559 | |
Distributions in excess of net investment income | | | (106,610 | ) |
Accumulated realized gain (loss) | | | (12,819,949 | ) |
For the tax year ended October 31, 2017, the Fund’s tax year end components of distributable earnings on a tax basis are as follows:
Undistributed Ordinary Income | | $ | 5,371,914 | |
Net Tax Appreciation/(Depreciation) | | | 190,273,445 | |
Undistributed Capital Gains | | | 70,793,826 | |
ASC Topic 740, “Accounting for Uncertainty in Income Taxes” (“ASC 740”) provides guidance on the accounting for and disclosure of uncertainty in tax position. ASC 740 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions deemed to meet the more-likely-than-not threshold are recorded as a tax benefit or expense in the current year. Based on its analysis of its tax position for all open tax years (the current and prior years, as applicable), Management has concluded that the Fund does not have any uncertain tax positions that met the recognition or measurement criteria of ASC 740. Such open tax years remain subject to examination and adjustment by tax authorities.
15. Subsequent Events
Management has evaluated the impact of all subsequent events on the Fund and determined that there were no subsequent events that require disclosure in the consolidated financial statements.
33
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Fund Expenses (Unaudited)
Example: As a Fund Member, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase; and (2) ongoing costs, including management fees; distribution and/or service fees (12b-1 fees); and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds. The actual and hypothetical expense Examples are based on an investment of $1,000 invested at the beginning of a six month period and held through the year ended March 31, 2018.
Actual Expenses: The first section of the table below provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes: The second section of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year (before expenses), which is not the actual Fund return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the Members reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) on redemption/exchange fees. Therefore, the second section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
| Beginning Account Value (10/01/17) | Ending Account Value (03/31/18) | Expenses Paid During the Period* | Annualized Net Expense Ratio**, # |
Actual | | | | |
Class A Units | $1,000.00 | $1,050.20 | $20.75 | 4.06% |
Class I Units | $1,000.00 | $1,053.90 | $17.36 | 3.39% |
| Beginning Account Value (10/01/17) | Ending Account Value (03/31/18) | Expenses Paid During the Period* | Annualized Net Expense Ratio**, # |
Hypothetical (5% annual return before expenses) | | | |
Class A Units | $1,000.00 | $1,004.70 | $20.29 | 4.06% |
Class I Units | $1,000.00 | $1,008.00 | $16.97 | 3.39% |
* | Expenses are calculated using to the Fund’s annualized expense ratio for the indicated Class, multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period). The Example assumes that the $1,000 was invested at the net asset value per unit determined at the opening of business on October 1, 2017. |
** | Annualized ratio of expenses to average net assets for the period from October 1, 2017 through March 31, 2018. The expense ratio includes the effect of expenses waived or reimbursed by the Fund’s investment adviser. |
# | The actual and hypothetical expense examples include extraordinary fees and expenses that were not factored in the calculation of the Fund’s performance reflected in the Fund’s Private Placement Memorandum as these extraordinary fees and expenses were not available when the Fund’s performance was calculated. |
34
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Fund Management (Unaudited)
INDEPENDENT MANAGERS |
NAME, ADDRESS AND YEAR OF BIRTH | POSITION(S) HELD WITH THE FUND | TERM OF OFFICE* AND LENGTH OF TIME SERVED | PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS AND OTHER DIRECTORSHIPS** HELD BY MANAGER | NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY MANAGER*** |
James F. Munsell Year of Birth: 1941 c/o Partners Group (USA) Inc. 1114 Avenue of the Americas, 37th Floor New York, NY 10036 | Chairman and Manager | Since inception | Senior Counsel, Cleary Gottlieb Steen & Hamilton LLP (2001-Present); Senior Managing Director, Brock Capital Group LLC (2008-Present). | 2 |
Robert J. Swieringa Year of Birth: 1942 c/o Partners Group (USA) Inc. 1114 Avenue of the Americas, 37th Floor New York, NY 10036 | Manager | Since inception | Professor of Accounting, S.C. Johnson Graduate School of Management at Cornell University (1997-2015); Professor Emeritus of Accounting, S.C. Johnson Graduate School of Management at Cornell University (2015-Present); Director, The General Electric Company (2002-2016). | 2 |
Lewis R. Hood, Jr.**** Year of Birth: 1956 c/o Partners Group (USA) Inc. 1114 Avenue of the Americas 37th Floor New York, NY 10036 | Manager | Since October 2017 | Retired; Managing Director and Chief Investment Officer (CIO Emeritus from 2014), ERISA Plans, Prudential Insurance Company of America (2002-2015). | 2 |
Stephen G. Ryan**** Year of Birth: 1959 c/o Partners Group (USA) Inc. 1114 Avenue of the Americas 37th Floor New York, NY 10036 | Manager | Since October 2017 | Professor of Accounting, Stern School of Business, New York University (1995-Present). | 2 |
* | Each Manager serves an indefinite term, until his or her successor is elected. |
** | Includes any company with a class of securities registered pursuant to Section 12 of the Exchange Act of 1934, as amended (the “Exchange Act”) or subject to the requirements of Section 15(d) of the Exchange Act or any company registered under the Investment Company Act. |
*** | The Fund Complex consists of Partners Group Private Equity (Master Fund), LLC and Partners Group Private Income Opportunities, LLC. |
**** | Served as a Special Advisor to the Board from December 2016 to October 2017. Special Advisors to the Board attended meetings of the Board and acted as non-voting participants. |
35
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Fund Management (Unaudited) (continued)
INTERESTED MANAGERS AND OFFICERS |
NAME, ADDRESS AND YEAR OF BIRTH | POSITION(S) HELD WITH THE FUND | TERM OF OFFICE* AND LENGTH OF TIME SERVED | PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS AND OTHER DIRECTORSHIPS** HELD BY MANAGER | NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY MANAGER*** |
Robert Collins**** Year of Birth: 1976 c/o Partners Group (USA) Inc. 1114 Avenue of the Americas, 37th Floor New York, NY 10036 | Manager, President | Indefinite length—since September 2016 as Manager and since September 2014 as President | Managing Director, Partners Group (2012–Present); Partners Group (2005–Present). | 2 |
Justin Rindos Year of Birth: 1984 c/o Partners Group (USA) Inc. 1114 Avenue of the Americas, 37th Floor New York, NY 10036 | Chief Financial Officer | Indefinite length—since September 2014 | Senior Vice President, Partners Group (2017–Present); Partners Group (2010–Present). | 2 |
Brian Kawakami Year of Birth: 1950 c/o Partners Group (USA) Inc. 1114 Avenue of the Americas, 37th Floor New York, NY 10036 | Chief Compliance Officer | Indefinite length—since December 2013 | Partner, Ascendant Compliance Management, Inc. (2009–2015); Manager, Brian Kawakami LLC (2015–Present). | 2 |
Oliver Jimenez Year of Birth: 1972 c/o Partners Group (USA) Inc. 1114 Avenue of the Americas, 37th Floor New York, NY 10036 | Secretary | Indefinite length—since September 2014 | Senior Vice President, Partners Group (2014–Present); Chief Compliance Officer, Partners Group (USA) Inc. (2014–Present); Partners Group (2014–Present); Chief Compliance Officer, Platinum Partners (2007–2014). | 2 |
* | Each Manager serves an indefinite term, until his or her successor is elected. |
** | Includes any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered under the Investment Company Act. |
*** | The Fund Complex consists of Partners Group Private Equity (Master Fund), LLC and Partners Group Private Income Opportunities, LLC. |
**** | Mr. Collins is deemed an “interested person” of the Fund due to his position as a Managing Director of the Adviser. |
36
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Other Information (Unaudited)
Proxy Voting
The Fund is required to file Form N-PX, with its complete proxy voting record for the twelve months ended June 30, no later than August 31. The Fund’s Form N-PX filing is available: (i) without charge, upon request, by calling 1-877-748-7209 or (ii) by visiting the SEC’s website at www.sec.gov.
Availability of Quarterly Portfolio Schedules
The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Form N-Q is available, without charge and upon request, on the SEC’s website at www.sec.gov or may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the Public Reference Room may be obtained by calling 1-800-SEC-0330.
Approval of Investment Management Agreement
At a meeting of the Board held on November 30, 2017, the Board, including a majority of the Independent Managers, approved by a unanimous vote the continuation of the Amended and Restated Investment Management Agreement (the “Agreement”).
In advance of the meeting, the Board requested and received extensive materials from the Adviser to assist them in considering the approval of the Agreement. The materials provided by the Adviser included detailed comparative information relating to the performance, advisory fees and other expenses of the Fund.
The Board engaged in a detailed discussion of the materials with management of the Adviser. The Independent Managers also met separately with independent counsel to the Independent Managers for a full review of the materials. After review of the materials and discussions with the Adviser, the Board determined that the information presented provided a sufficient basis upon which to approve the Agreement.
Discussion of Factors Considered
In approving the Agreement, the Board considered, among other things: (1) the nature and quality of the advisory services rendered, including, the complexity of the services provided; (2) the experience and qualifications of the personnel that provide such services; (3) the fee structure and the expense ratios in relation to those of other investment companies having comparable investment policies and limitations; (4) the direct and indirect costs incurred by the Adviser and its affiliates in performing advisory services for the Fund, the basis of determining and allocating these costs, and the profitability to the Adviser and its affiliates in performing such services; (5) possible economies of scale arising from any anticipated growth of the Fund and the extent to which these would be passed on to the Fund; (6) other compensation or possible benefits to the Adviser and its affiliates arising from their advisory and other relationships with the Fund; (7) possible alternative fee structures or bases for determining fees; (8) the fees charged by the Adviser and other investment advisers to similar clients and in comparison to industry fees for similar services; and (9) possible conflicts of interest that the Adviser may have with respect to the Fund.
The Board concluded that the nature, extent and quality of the services provided by the Adviser to the Fund is appropriate and consistent with the terms of the Fund’s Limited Liability Company Agreement, that the quality of those services is consistent with industry norms and that the Fund benefits from the Adviser’s management of the Fund’s investment program.
The Board noted that the performance of the Fund had been positive since inception and had lower volatility than public markets.
The Board also concluded that the Adviser had sufficient personnel with the appropriate education and experience to serve the Fund effectively and has demonstrated its continuing ability to attract and retain qualified personnel. The Board noted that the Adviser is part of a larger investment advisory group that advises other funds and individual investors with respect to private equity investments and that relationship may make available to the Fund investment opportunities that would not be available to the Fund if the Adviser was not the Fund’s investment adviser.
The Board considered the anticipated costs of the services provided by the Adviser, and the compensation and benefits received by the Adviser in providing services to the Fund. The Board reviewed the financial statements of the Adviser and the Adviser’s parent and a profitability analysis of the Adviser, considered any direct or indirect revenues that could be received by affiliates of the Adviser, and concluded that the Adviser’s fees and profits derived from its relationship with the Fund in light
37
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Other Information (Unaudited) (continued)
of the Fund’s expenses were reasonable in relation to the nature and quality of the services provided, taking into account the fees charged by other advisers for managing comparable funds. The Board also concluded that the overall expense ratio of the Fund was reasonable, taking into account the size of the Fund and the quality of services provided by the Adviser.
The Board considered the extent to which economies of scale could be realized and whether fee levels would reflect those economies, noting that as the Fund grows, economies of scale would be realized.
The Board considered all factors and no one factor alone was deemed dispositive.
Conclusion
The Board determined that the information presented provided a sufficient basis upon which to approve the Agreement and that the compensation and other terms of the Agreement were in the best interests of the Fund and its Members.
38
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Other Information (Unaudited) (continued)
Privacy Policy
FACTS | WHAT DOES PARTNERS GROUP PRIVATE EQUITY (MASTER FUND), LLC DO WITH YOUR PERSONAL INFORMATION? |
Why? | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. |
What? | The types of personal information we collect and share depend on the product or service you have with us. This information can include: ● Social Security number ● account balances ● account transactions ● transaction history ● wire transfer instructions ● checking account information When you are no longer our customer, we continue to share your information as described in this notice. |
How? | All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons Partners Group Private Equity (Master Fund), LLC chooses to share; and whether you can limit this sharing. |
Reasons we can share your personal information | Does Partners Group Private Equity (Master Fund), LLC share? | Can you limit this sharing? |
For our everyday business purposes – such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus | Yes | No |
For our marketing purposes – to offer our products and services to you | No | We do not share |
For joint marketing with other financial companies | No | We do not share |
For our affiliates’ everyday business purposes – information about your transactions and experiences | Yes | No |
For our affiliates’ everyday business purposes – information about your creditworthiness | No | We do not share |
For our affiliates to market to you | No | We do not share |
For nonaffiliates to market to you | No | We do not share |
Questions? | Call 1-877-748-7209 |
39
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Other Information (Unaudited) (continued)
Privacy Policy (continued)
What we do |
How does Partners Group Private Equity (Master Fund), LLC protect my personal information? | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. |
How does Partners Group Private Equity (Master Fund), LLC collect my personal information? | We collect your personal information, for example, when you ● open an account ● provide account information ● give us your contact information ● make a wire transfer ● tell us where to send the money We also collect your information from others, such as credit bureaus, affiliates, or other companies. |
Why can’t I limit all sharing? | Federal law gives you the right to limit only ● sharing for affiliates’ everyday business purposes – information about your creditworthiness ● affiliates from using your information to market to you ● sharing for nonaffiliates to market to you State laws and individual companies may give you additional rights to limit sharing. |
European Union’s General Data Protection Regulation | In addition to the above information, where applicable, you have the following rights under the European Union’s General Data Protection Regulation (“GDPR”) and U.S. Privacy Laws, as applicable and to the extent permitted by law, to ● Check whether we hold personal information about you and to access such data (in accordance with our policy) ● Request the correction of personal information about you that is inaccurate ● Have a copy of the personal information we hold about you provided to you or another “controller” where technically feasible ● Request the erasure of your personal information ● Request the restriction of processing concerning you The legal grounds for processing of your personal information is for contractual necessity and compliance with law. If you wish to exercise your rights, please contact: Partners Group Private Equity (Master Fund), LLC 1114 Avenue of the Americas 37th Floor New York, New York 10036 Attn: Chief Compliance Officer You are required to ensure the personal information we hold about you is up-to-date and accurate and you must notify us of any changes to the personal data you provided to us. |
40
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Other Information (Unaudited) (continued)
Privacy Policy (continued)
| We retain your personal information for a period of at least five (5) years from the date on which you first invested in the Partners Group Private Equity (Master Fund), LLC for which personal data was provided or the date when you fully redeemed your investment. Thereafter, your personal information will be deleted (or otherwise erased or de-identified) any such personal data except as required or permitted by applicable law or regulation. You also have the right to lodge a complaint with the appropriate regulatory authority with respect to issues you may have. |
Definitions |
Affiliates | Companies related by common ownership or control. They can be financial and nonfinancial companies. ● Our affiliates include companies with a Partners Group name, such as Partners Group (USA) Inc., investment adviser to the Fund and other funds, and Partners Group AG. |
Controller | “Controller” means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing of personal data; where the purposes and means of such processing are determined by European Union or European Member State law, the controller or the specific criteria for its nomination may be provided for by European Union or European Member State law. |
Nonaffiliates | Companies not related by common ownership or control. They can be financial and nonfinancial companies. ● Partners Group Private Equity (Master Fund), LLC does not share with nonaffiliates so they can market to you. |
Joint marketing | A formal agreement between nonaffiliated financial companies that together market financial products or services to you. ● Partners Group Private Equity (Master Fund), LLC does not jointly market. |
41
ITEM 2. CODE OF ETHICS.
(a) The registrant, as of the end of the period covered by this report, has adopted a code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party.
(c) There have been no amendments, during the period covered by this report, to a provision of the code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, and that relates to any element of the code of ethics description.
(d) The registrant has not granted any waivers, during the period covered by this report, including an implicit waiver, from a provision of the code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, that relates to one or more of the items set forth in paragraph (b) of this item's instructions.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
As of the end of the period covered by the report, the registrant's board of managers has determined that Mr. Robert J. Swieringa is qualified to serve as the audit committee financial expert serving on its audit committee and that he is "independent," as defined by Item 3 of Form N-CSR.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Audit Fees
(a) The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years are $515,000 for 2017 and $575,000 for 2018.
Audit-Related Fees
(b) The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant's financial statements and are not reported under paragraph (a) of this Item are $0 for 2017 and $0 for 2018. The fees listed in item 4 (b) are related to out-of-pocket expenses in relation to the annual audit of the registrant.
Tax Fees
(c) The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning are $0 for 2017 and $0 for 2018.
All Other Fees
(d) The aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant other than the services reported in paragraphs (a) through (c) of this Item are $0 for 2017 and $304,199 for 2018. The Fund's independent registered public accounting firm provides reasonable assurances on the correctness of the processes and procedures leading to the fair value of the investments calculated by Partners Group (USA) Inc. as well as the calculation itself, in accordance with their quarterly fair valuation process.
(e)(1) Disclose the audit committee's pre-approval policies and procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.
The Registrant's Audit Committee must pre-approve the audit and non-audit services of the Auditors prior to the Auditor's engagement.
(e)(2) The percentage of services described in each of paragraphs (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X are as follows:
(b) 0%
(c) 0%
(d) 100%
(f) The percentage of hours expended on the principal accountant's engagement to audit the registrant's financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full-time, permanent employees was less than fifty percent.
(g) The aggregate non-audit fees billed by the registrant's accountant for services rendered to the registrant, and rendered to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for each of the last two fiscal years of the registrant was $0 for 2017 and $304,199 for 2018.
(h) The registrant's audit committee of the board of managers has considered whether the provision of non-audit services that were rendered to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant's independence.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable.
ITEM 6. SCHEDULE OF INVESTMENTS.
(a) Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1 of this form.
(b) Not applicable.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
The Proxy Voting Policies are attached herewith.
PROXY VOTING POLICY
Investment advisers registered with the SEC, and which exercise voting authority with respect to client securities, are required by Rule 206(4)-6 of the Advisers Act to (a) adopt and implement written policies and procedures that are reasonably designed to ensure that client securities are voted in the best interests of clients, which must include how an adviser addresses material conflicts that may arise between the adviser’s interests and those of its clients; (b) to disclose to clients how they may obtain information from the adviser with respect to the voting of proxies for their securities; (c) to describe to clients a summary of its proxy voting policies and procedures and, upon request, furnish a copy to its clients; and (d) maintain certain records relating to the adviser’s proxy voting activities when the adviser does have proxy voting authority.
Partners Group (USA) Inc. (the “Adviser”) is the investment manager to the Partners Group Private Equity (Master Fund), LLC (the “Fund”). All proxy voting responsibilities of the Fund are performed by the Adviser, with the assistance of the Administrator of the Fund. The Adviser utilizes Glass Lewis Europe Limited, a subsidiary of Glass Lewis & Co. ("Proxy Firm"), to administer the voting of the Fund's proxies.
This policy is designed to address the Adviser’s obligations with respect to the Fund under Rule 206(4)-6 of the Advisers Act.
The Adviser shall vote the proxies appurtenant to all shares of corporate stock or ownership interest owned by the Fund for which it serves as adviser, and the Adviser shall vote said proxies in accordance with the proxy voting policies set forth herein.
The Adviser acts as fiduciary in relation to the portfolio of the Fund and the assets thus entrusted to the Adviser’s management. Where the assets placed in the Adviser’s care include shares of corporate stock or ownership interest, and except where the Fund has expressly reserved to itself or another party the duty to vote proxies, it is the Adviser’s duty as a fiduciary to vote all proxies relating to such shares.
The Adviser has an obligation to vote all proxies received from shares of corporate stock or ownership interest owned by its client accounts in the best interests of those clients.1 In voting these proxies, the Adviser may not be motivated by, or subordinate the Fund's interests, to its own objectives or those of persons or parties unrelated to the Fund. The Adviser will endeavor to exercise all appropriate and lawful care, skill, prudence and diligence in voting proxies, and shall vote all proxies relating to shares or ownership interests owned by the Fund and received by the Adviser. The Adviser shall not be responsible, however, for voting proxies that it does not receive in sufficient time to respond.
In order to carry out its responsibilities in regard to voting proxies, the Adviser will seek to track all shareholder/interest holder meetings convened by companies whose shares are held in the Fund, identify all material issues presented to shareholder/interest holders at such meetings, formulate a reasonable position on each such issue and ensure that proxies pertaining to all shares or ownership interests owned in client accounts are voted in accordance with such determinations.
In addition, the Adviser has engaged the services of the Proxy Firm, an independent third party, to cast proxy votes according to the Adviser’s established guidelines. The Proxy Firm will be required to promptly notify the Adviser of any proxy issues that do not fall under the guidelines set forth below. The Adviser does not believe that conflicts of interest will generally arise in connection with its proxy voting policies.
The Adviser’s general policy is to support proposals that maintain or enhance (i) the economic value of the issuer and (ii) the rights and interests of shareholders/interest holders, and to oppose proposals that are inconsistent with these objectives. Accordingly, proxy proposals are typically handled as set forth below, provided that the Adviser may deviate from such general guidelines if it reasonably determines that doing so is in the best interest of shareholders/ interest holders in a particular case.
| I. | Election of Board of Directors |
| • | The Adviser will generally vote in support of management’s nominees for the board of directors, and in favor of proposals that support board independence. |
| II. | Appointment of Independent Auditors |
| • | The Adviser will generally support the recommendation of the relevant board of directors. |
| III. | Issues of Corporate Structure and Shareholder/Interest Holder Rights |
| • | The Adviser generally supports proposals designed to maintain or enhance shareholder/interest holder rights and/or value, such as the following: |
| 1 | For purposes of this policy, opportunities to vote on matters raised in connection with the Fund investments or direct private investments are considered to be proxies. |
| o | Management proposals for approval of stock/interest repurchase programs or stock splits (including reverse splits). |
| o | Proposals supporting shareholder/interest holders rights (i) to vote on shareholder/interest holder rights plans (poison pills), (ii) to remove supermajority voting provisions and/or (iii) to call special meetings and to act by written consent. |
| • | The Adviser does not support obstacles erected by corporations to prevent mergers or takeovers, as it considers that such actions may depress the corporation’s marketplace value. Accordingly, the Adviser generally votes against management on proposals such as the following: |
| o | Anti-takeover and related provisions that serve to prevent the majority of shareholder/interest holders from exercising their rights or effectively deter appropriate tender offers and other offers. |
| o | Shareholder/interest holder rights plans (poison pills) that allow the board of directors to block appropriate offers to shareholder/interest holders or which trigger provisions preventing legitimate offers from proceeding. |
| o | Reincorporation in a jurisdiction which has more stringent anti-takeover and related provisions. |
| o | Change-in-control provisions in non-salary compensation plans, employment contracts, and severance agreements which benefit management and would be costly to shareholder/interest holders if triggered. |
| o | Establishment of classified boards of directors. |
| • | The Adviser generally votes against management on proposals such as the following, which have potentially substantial financial or best interest impact: |
| o | Capitalization changes that add “blank check” classes of stock or classes that dilute the voting interests of existing shareholder/interest holders. |
| o | Amendments to bylaws which would require super-majority shareholder/interest holder votes to pass or repeal certain provisions. |
| o | Elimination of shareholder/interest holders’ right to call special meetings. |
| o | “Other business as properly comes before the meeting” proposals which extend “blank check” powers to those acting as proxy. |
| o | Proposals requesting re-election of insiders or affiliated directors who serve on audit, compensation, and nominating committees. |
| IV. | Mergers and Acquisitions |
| • | The Adviser evaluates Mergers and Acquisitions on a case-by-case basis, and will use its discretion to vote in a manner that it believes will maximize shareholder/interest holder value. |
| V. | Executive and Director Equity-Based Compensation |
| • | The Adviser is generally in favor of properly constructed equity-based compensation arrangements. The Adviser will support proposals that provide management with the ability to implement compensation arrangements that are both fair and competitive. However, the Adviser may oppose management proposals that could potentially significantly dilute shareholder/interest holders’ ownership interests in the corporation, or which it considers unreasonable. |
| VI. | Corporate Social and Policy Issues |
| • | With respect to the wide variety of corporate and social policy issues for which voting may be required, the Adviser generally supports proposals that are designed to enhance the economic value of the issuer, provided such policies are not inconsistent with the principles of socially responsible investing adopted by the Adviser. |
| VII. | Matters Arising in Respect of Private Market Investments |
| • | Matters arising in respect of direct investments will be considered on a case-by-case basis. The Adviser will vote on or consent to such matters in a manner that is consistent with the general policy and principles outlined above. The basis for the voting decision and any recommendation the Adviser may receive from its affiliates or advisers, including the basis for the determination that the decision is in the best interests of the Fund and the Adviser’s other clients, shall be formalized in writing. |
From time to time, the Adviser will review a proxy which presents a potential material conflict. As a fiduciary to its clients, the Adviser takes these potential conflicts very seriously. While the Adviser’s only goal in addressing any such potential conflict is to ensure that proxy votes are cast in the clients’ best interests and are not affected by the Adviser’s potential conflict, there are a number of courses the Adviser may take including, but not limited to, delegating the vote to the Proxy Firm. The final decision about which course to follow shall be made by the Adviser’s investment committee.
When the matter clearly corresponds to one of the proposals enumerated above, casting a vote which simply follows the Adviser’s pre-determined policy would eliminate the Adviser’s discretion on the particular issue and hence avoid the conflict.
In other cases, where the matter presents a potential material conflict and is not clearly within one of the enumerated proposals, or is of such a nature that the Adviser believes more active involvement is necessary, the Adviser may delegate the vote to the Proxy Firm to determine the appropriate vote.
Alternatively, in certain situations the Adviser’s investment committee may determine that delegating the vote to the Proxy Firm is unfeasible, impractical or unnecessary. In such situations, the investment committee shall make a decision about the voting of the proxy. The basis for the voting decision, and any recommendation the Adviser may receive from its affiliates or advisers, including the basis for the determination that the decision is in the best interests of the Fund and the Adviser’s other clients, shall be formalized in writing.
| 4. | Proxy Voting Procedures |
The following describes the standard procedures that are to be followed with respect to carrying out the Adviser's proxy policy. The execution of these procedures may be delegated in whole or in part.
| 1. | When a proxy vote is called for, all relevant information in the proxy materials will be recorded by the Adviser in a database. |
| 2. | The Adviser will confirm the Fund's holdings of the securities and that the Fund is eligible to vote. |
| 3. | The Adviser will review the proxy and if necessary compile information relating to such proxy. The Adviser will consider whether there are any conflicts or other issues that warrant the delegating the vote to the Proxy Firm. |
| 4. | In determining how to vote, the Adviser will consider the guidelines set forth above, the Adviser’s knowledge of the company, and the recommendations (if any) put forth by the Proxy Firm or an affiliate. |
| 5. | The Adviser will maintain the documentation that supports its voting position. In particular, as to non-routine, materially significant or controversial matters, such documentation will describe the position taken, why that position is in the best interest of the Fund, an indication of whether the Adviser supported or did not support management and/or any other relevant information. |
| 6. | After the proxy is completed but before it is returned to the issuer and/or its agent, the Adviser may review the proxy to determine that the appropriate documentation has been created, including conflict of interest screening. |
| 7. | The Adviser will endeavor to submit its vote on all proxies in a timely fashion, in sufficient time for the vote to be lodged to the extent the Adviser has had an opportunity to follow its Proxy Policy. |
| 8. | The Adviser will retain (i) a copy of each proxy statement that the Adviser receives regarding the Fund's securities; (ii) a record of each vote cast by the Adviser on behalf of the Fund; (iii) a copy of any document created by the Adviser that was material to making a decision how to vote proxies on behalf of the Fund or that memorializes the basis for that decision; (iv) a copy of each written client request for information on how the Adviser voted proxies on behalf of the Fund, and (v) a copy of any written response by the Adviser to any (written or oral) client request for information on how the Adviser voted proxies on behalf of the requesting Fund investor. |
| 9. | The Adviser will periodically review these policies and procedures to ensure compliance. |
| 5. | Obtaining proxy voting information |
To obtain information on how the Adviser voted proxies, Fund investors may contact:
Partners Group Private Equity (Master Fund), LLC
1114 Avenue of the Americas, 37th Floor
New York, NY 10036
Attn: Chief Compliance Officer
Re: Proxy voting information request
The Fund and Adviser shall retain their (i) proxy voting policies and procedures; (ii) proxy statements received regarding portfolio securities of the Fund; (iii) records or votes it casts on behalf of the Fund; (iv) records of Fund investor requests for proxy voting information and responses to such requests, and (v) any documents prepared by the Adviser that are material in making a proxy voting decision. Such records may be maintained with a third party, such as the Proxy Firm, that will provide a copy of the documents promptly upon request.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
(a)(1) Identification of Portfolio Manager(s) or Management Team Members and Description of Role of Portfolio Manager(s) or Management Team Members
The following table provides biographical information about the members of the Investment Committee of Partners Group (USA) Inc. (the "Adviser"), who are primarily responsible for the day-to-day portfolio management of the Partners Group Private Equity (Master Fund), LLC as of June 8, 2018
Name of Investment Committee Member | Title | Length of Time of Service to the Fund | Business Experience During the Past 5 Years | Role of Investment Committee Member |
Hal Avidano | Managing Director | Since 2016 | Managing Director (2017-Present) Senior Vice President, Partners Group (2013-2017); Partners Group (2008-Present). | Portfolio Management |
Robert M. Collins | Managing Director | Since 2014 | Managing Director, Partners Group (2012-Present); Partners Group (2005-Present); Director, Partners Group (USA) Impact (2014-Present); Director, Partners Group (USA) Inc. (2014-2018). | Portfolio Management |
Scott Essex | Partner | Since Inception | Partner, Partners Group (2016-Present); Partners Group (2007-Present); Director, Partners Group (USA) Inc. (2014-2018). | Portfolio Management |
Joel Schwartz | Managing Director | Since 2015 | Managing Director, Partners Group (2013-Present); Director, Partners Group (USA) Inc. (2014-2018). | Portfolio Management |
Anthony Shontz | Managing Director | Since 2012 | Managing Director, Partners Group (2015-Present); Partners Group (2007-Present); Director, Partners Group (USA) Inc. (2018-Present). | Portfolio Management |
(a)(2) Other Accounts Managed by Portfolio Manager(s) or Management Team Member and Potential Conflicts of Interest
The following table provides information about portfolios and accounts, other than the Partners Group Private Equity (Master Fund), LLC, for which the members of the Investment Committee of the Investment Adviser are primarily responsible for the day-to-day portfolio management as of March 31, 2018:
| Number of Other Accounts Managed and Total Value of Assets by Account Type for Which There is No Performance-Based Fee | Number of Other Accounts and Total Value of Assets for Which Advisory Fee is Performance-Based |
| Registered investment companies | Other pooled investment vehicles | Other accounts | Registered investment companies | Other pooled investment vehicles | Other accounts |
Hal Avidano | Zero accounts | Zero accounts | Zero accounts | One registered investment company with a value of $50.433 million | Three pooled investment vehicles with a value of $257.777 million | Twenty-eight accounts with a value of $2.647 billion |
Robert M. Collins | Zero accounts | Zero accounts | Zero accounts | One registered investment company with a value of $50.433 million | Three pooled investment vehicles with a value of $257.777 million | Twenty-eight accounts with a value of $2.647 billion |
Scott Essex | Zero accounts | Zero accounts | Zero accounts | One registered investment company with a value of $50.433 million | Three pooled investment vehicles with a value of $257.777 million | Twenty-eight accounts with a value of $2.647 billion |
Joel Schwartz | Zero accounts | Zero accounts | Zero accounts | One registered investment company with a value of $50.433 million | Three pooled investment vehicles with a value of $257.777 million | Twenty-eight accounts with a value of $2.647 billion |
Anthony Shontz | Zero accounts | Zero accounts | Zero accounts | One registered investment company with a value of $50.433 million | Three pooled investment vehicles with a value of $257.777 million | Twenty-eight accounts with a value of $2.647 billion |
Potential Conflicts of Interests
Members of the Portfolio Management Team are involved in the management of other accounts, including proprietary accounts, separate accounts and other pooled investment vehicles. Members of the Portfolio Management Team may manage separate accounts or other pooled investment vehicles that may have materially higher or different fee arrangements than the Fund and the Master Fund and may also be subject to performance-based fees. The side-by-side management of these separate accounts and pooled investment vehicles may raise potential conflicts of interest relating to cross trading and the allocation of investment opportunities.
The Adviser has a fiduciary responsibility to manage all client accounts in a fair and equitable manner. The Adviser seeks to provide best execution of all securities transactions and to allocate investments to client accounts in a fair and reasonable manner. To this end, the Adviser has developed policies and procedures designed to mitigate and manage the potential conflicts of interest that may arise from side-by-side management.
(a)(3) Compensation Structure of Portfolio Manager(s) or Management Team Members
The Adviser is a wholly-owned subsidiary of Partners Group Holding AG (“Partners Group Holding”) and an affiliate of Partners Group AG, the principal operating subsidiary of Partners Group Holding. Partners Group Holding is a listed company with a major ownership by its partners and employees. The ownership structure is designed to motivate and retain employees.
The Portfolio Management Team and other employees of the Adviser are compensated with a fixed annual salary, which is typically supplemented by an annual bonus based on individual and team performance. Key professionals, including the Portfolio Management Team, are additionally compensated through equity participation in Partners Group Holding.
This equity ownership is structured in a manner designed to provide for long-term continuity. Accordingly, the vesting parameters of equity incentives are rather stringent. Any equity or option holder intending to leave the firm has the obligation to render his or her unvested interest back to the company, either in the form of equity shares or options depending upon the extent of ownership interest. As a result, the Adviser believes that members of the Portfolio Management Team have a strong interest to remain with the firm over the long term.
(a)(4) Disclosure of Securities Ownership
The following table sets forth the dollar range of equity securities beneficially owned by each member of the Investment Committee of the Adviser indirectly in the Master Fund as of March 31, 2018:
Investment Committee Member | Dollar Range of Fund Shares Beneficially Owned |
Hal Avidano | None |
Robert M. Collins | $500,001-$1,000,000 |
Scott Essex | None |
Joel Schwartz | None |
Anthony Shontz | None |
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
Not applicable
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There have been no material changes to the procedures by which the shareholders may recommend nominees to the registrant's board of managers, where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17CFR 229.407), or this Item.
ITEM 11. CONTROLS AND PROCEDURES.
(a) The registrant's principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the "1940 Act") (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)).
(b) There were no changes in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the registrant's second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
ITEM 12. DISCLOSURES OF SECURITIES AND LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES
During the most recent fiscal year the Fund has not been engaged in security lending activities.
ITEM 13. EXHIBITS
| (a)(1) | Code of ethics, or any amendment thereto, that is the subject of disclosure required by Item 2 is attached hereto. |
| (a)(2) | Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(registrant) | Partners Group Private Equity (Master Fund), LLC | |
| | |
By (Signature and Title)* | /s/ Robert M. Collins | |
| Robert M. Collins, President & | |
| Chief Executive Officer | |
| (Principal Executive Officer) | |
| | |
Date: | June 8, 2018 | |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By (Signature and Title)* | /s/ Robert M. Collins | |
| Robert M. Collins, President & | |
| Chief Executive Officer | |
| (Principal Executive Officer) | |
| | |
Date: | June, 8, 2018 | |
| | |
By (Signature and Title)* | /s/ Justin Rindos | |
| Justin Rindos, Chief Financial Officer | |
| (Principal Financial Officer) | |
| | |
Date: | June 8, 2018 | |
| * | Print the name and title of each signing officer under his or her signature. |