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: September 30, 2020
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)
Semi-Annual Report
For the Six Months Ended September 30, 2020
(Unaudited)
See the inside front cover for important information about access to your Fund’s annual and semiannual shareholder reports. | 
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Important information about access to shareholder reports
Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund’s annual and semiannual shareholder reports like this one will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on the Fund’s website, and each time a report is posted you will be notified by mail and provided with a website address to access the report.
If you have already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically at any time by contacting your financial intermediary (such as a broker-dealer or bank) or, if you invest directly with the Fund, by calling 1-888-977-9790.
You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue receiving paper copies of your shareholder reports. If you invest directly with the Fund, you can call 1-888-977-9790 to let the Fund know you wish to continue receiving paper copies of your shareholder reports. Your election to receive paper reports will apply to all Partners Group funds held in your account if you invest through a financial intermediary or all Partners Group funds held with the fund complex if you invest directly with the Fund.
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Table of Contents
For the Six Months Ended September 30, 2020 (Unaudited)
Consolidated Schedule of Investments | 1-15 |
Consolidated Statement of Assets and Liabilities | 16 |
Consolidated Statement of Operations | 17 |
Consolidated Statements of Changes in Net Assets | 18 |
Consolidated Statement of Cash Flows | 19 |
Consolidated Financial Highlights | 20-21 |
Notes to Consolidated Financial Statements | 22-36 |
Fund Expenses | 37 |
Other Information | 38 |
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Consolidated Schedule of Investments –
September 30, 2020 (Unaudited)
INVESTMENT PORTFOLIO AS A PERCENTAGE OF TOTAL NET ASSETS
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Common Stocks (2.25%) Asia - Pacific (0.03%) | Industry | | Acquisition Date | | | Shares | | | Fair Value | |
APA Group | Utilities | | | 02/11/16 | | | | 264,773 | | | $ | 1,958,447 | |
Total Asia - Pacific (0.03%) | | | | | | | | | | | | 1,958,447 | |
| | | | | | | | | | | | | |
North America (1.06%) |
American Tower Corp. | Communication | | | 05/29/20 | | | | 15,397 | | | | 3,719,145 | |
American Water Works Co., Inc. | Utilities | | | 02/10/16 | | | | 45,436 | | | | 6,578,678 | |
Ares Capital Corp. | Diversified Financial Services | | | 02/10/16 | | | | 297,954 | | | | 4,156,458 | |
Ares Management Corp. | Diversified Financial Services | | | 06/28/19 | | | | 69,187 | | | | 2,795,155 | |
Atmos Energy Corp. | Utilities | | | 02/10/16 | | | | 63,856 | | | | 6,102,718 | |
Blackstone Group, Inc. | Diversified Financial Services | | | 07/12/19 | | | | 42,020 | | | | 2,192,183 | |
Canadian National Railway Co. | Transportation | | | 05/14/19 | | | | 39,645 | | | | 4,196,632 | |
CMS Energy Corp. | Utilities | | | 11/01/19 | | | | 45,505 | | | | 2,794,007 | |
Crown Castle International Corp. | Communication | | | 02/10/16 | | | | 28,327 | | | | 4,712,480 | |
Enbridge, Inc. | Utilities | | | 02/10/16 | | | | 69,661 | | | | 2,028,341 | |
Equinix Inc | Diversified Financial Services | | | 07/31/20 | | | | 3,067 | | | | 2,328,282 | |
Fortis Inc. | Utilities | | | 12/18/17 | | | | 67,200 | | | | 2,733,824 | |
HarbourVest Global Private Equity | Diversified Financial Services | | | 12/21/18 | | | | 113,782 | | | | 2,415,624 | |
KKR & Co., Inc. | Diversified Financial Services | | | 02/10/16 | | | | 73,162 | | | | 2,511,652 | |
Mersana Therapeutics, Inc. | Health Care | | | 09/14/20 | | | | 3,863 | | | | 71,890 | |
ONE Gas Inc | Utilities | | | 09/04/20 | | | | 12,615 | | | | 870,435 | |
Onex Corporation | Diversified Financial Services | | | 02/10/16 | | | | 40,832 | | | | 1,810,579 | |
Republic Services Inc. | Commercial & Professional Services | | | 08/28/17 | | | | 52,023 | | | | 4,855,827 | |
Solar Capital Ltd | Diversified Financial Services | | | 08/28/17 | | | | 218,969 | | | | 3,464,090 | |
TC Energy Corp. | Energy | | | 11/01/19 | | | | 50,342 | | | | 2,106,415 | |
Union Pacific Corp. | Transportation | | | 06/24/16 | | | | 17,379 | | | | 3,420,187 | |
Waste Management Inc | Utilities | | | 07/02/20 | | | | 12,070 | | | | 1,365,962 | |
Total North America (1.06%) | | | | | | | | | | | | 67,230,564 | |
| | | | | | | | | | | | | |
Western Europe (1.16%) |
Ackermans & van Haaren N.V. | Industrial Services | | | 06/28/19 | | | | 6,427 | | | | 833,618 | |
Aena SA | Transportation | | | 12/21/18 | | | | 34,249 | | | | 4,791,728 | |
BBGI SICAV S.A. | Diversified Financial Services | | | 03/21/19 | | | | 2,500,000 | | | | 5,546,766 | |
Brilliant Circle Holdings International Ltd. | Industrial Services | | | 04/14/11 | | | | 7,165,466 | | | | 355,214 | |
Cellnex Telecom SA | Communication | | | 05/15/19 | | | | 78,678 | | | | 4,798,003 | |
EQT AB | Diversified Financial Services | | | 04/06/20 | | | | 71,206 | | | | 1,378,687 | |
Gimv N.V. | Diversified Financial Services | | | 02/10/16 | | | | 79,666 | | | | 4,456,513 | |
HBM Healthcare Investments AG | Diversified Financial Services | | | 04/07/20 | | | | 4,147 | | | | 1,214,197 | |
HgCapital Trust PLC | Diversified Financial Services | | | 02/12/16 | | | | 1,690,335 | | | | 6,152,246 | |
HICL Infrastructure Co Ltd | Diversified Financial Services | | | 03/24/16 | | | | 2,682,763 | | | | 5,751,079 | |
ICG Graphite Enterprise Trust PLC | Diversified Financial Services | | | 06/28/19 | | | | 160,478 | | | | 1,626,725 | |
The accompanying notes are an integral part of these Consolidated Financial Statements.
1
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Consolidated Schedule of Investments –
September 30, 2020 (Unaudited) (continued)
Common Stocks (continued) Western Europe (continued) | Industry | | Acquisition Date | | | Shares | | | Fair Value | |
Intermediate Capital Group PLC | Diversified Financial Services | | | 12/12/16 | | | | 120,580 | | | $ | 1,856,819 | |
Investor AB | Diversified Financial Services | | | 08/28/17 | | | | 46,617 | | | | 3,057,104 | |
Italgas SpA | Utilities | | | 05/29/20 | | | | 474,524 | | | | 2,999,513 | |
Kinnevik AB | Diversified Financial Services | | | 04/06/20 | | | | 74,182 | | | | 3,029,304 | |
National Grid PLC | Utilities | | | 02/10/16 | | | | 378,176 | | | | 4,348,842 | |
NB Private Equity Partners Ltd | Diversified Financial Services | | | 11/06/19 | | | | 137,871 | | | | 1,721,998 | |
Pantheon International Participations Plc | Diversified Financial Services | | | 11/04/19 | | | | 108,144 | | | | 2,908,361 | |
Sofina SA | Diversified Financial Services | | | 01/10/18 | | | | 8,735 | | | | 2,381,714 | |
Terna Rete Elettrica Nazionale SpA | Utilities | | | 01/05/18 | | | | 663,107 | | | | 4,659,714 | |
Veolia Environnement SA | Utilities | | | 08/28/17 | | | | 80,052 | | | | 1,729,281 | |
Vinci SA | Transportation | | | 02/10/16 | | | | 69,765 | | | | 5,851,523 | |
Wendel SA | Diversified Financial Services | | | 12/21/18 | | | | 17,272 | | | | 1,566,775 | |
Total Western Europe (1.16%) | | | | | | | | | | | | 73,015,724 | |
| | | | | | | | | | | | | |
Total Common Stocks (Cost $126,742,216)(2.25%) | | | | | | | | | | | $ | 142,204,735 | |
Private Equity Investments (88.24%) Direct Investments * (67.17%) Direct Equity (53.82%) | Investment Type | | Acquisition Date | | | Shares | | | Fair Value** | |
Asia - Pacific (3.88%) |
AAVAS Financiers Limited +, a, b, c | Common equity | | | 06/23/16 | | | | 4,932,728 | | | $ | 87,672,679 | |
Argan Mauritius Limited +, a | Common equity | | | 05/09/16 | | | | 106,215 | | | | 21,955,289 | |
Continuity CNC Capital Ltd. +, a | Common equity | | | 03/03/18 | | | | 102,111 | | | | 2,221,419 | |
Continuity CNC Capital Ltd. +, a, d | Member interest | | | 03/03/18 | | | | — | | | | 27,901,822 | |
Huntress Co-Investment L.P., 1 +, a, b, d | Limited partnership interest | | | 04/08/16 | | | | — | | | | 47,808,734 | |
Kowloon Co-Investment, L.P. +, a, d | Limited partnership interest | | | 11/04/15 | | | | — | | | | 4,134,352 | |
Murra Warra Asset Hold Trust +, a, b | Common equity | | | 09/10/18 | | | | 13,186,543 | | | | 21,988,059 | |
Murra Warra II Asset Hold Trust +, a, b, e | Common equity | | | 07/30/20 | | | | 5,402,025 | | | | 1,624,542 | |
Murra Warra II Project Hold Trust +, a, b, e | Common equity | | | 07/30/20 | | | | 10 | | | | 406,136 | |
Murra Warra Project Hold Trust +, a, b | Common equity | | | 09/10/18 | | | | 429,366 | | | | 5,497,016 | |
The Baring Asia Private Equity Fund VI Co-Investment L.P. +, a, d | Limited partnership interest | | | 12/30/16 | | | | — | | | | 1,678,233 | |
TPG Upswing Co-invest, L.P. +, a, d | Limited partnership interest | | | 01/10/19 | | | | — | | | | 21,681,720 | |
Total Asia - Pacific (3.88%) | | | | | | | | | | | | 244,570,001 | |
| | | | | | | | | | | | | |
North America (27.58%) |
Acrisure Holdings, Inc. +, a | Preferred equity | | | 12/10/18 | | | | 75,000,000 | | | | 94,880,635 | |
Acrisure Investment Holdings, LLC +, a, d | Member interest | | | 11/21/16 | | | | — | | | | 5,827,958 | |
Affordable Care Holding Corp. +, a | Common equity | | | 10/22/15 | | | | 101,176 | | | | 12,622,209 | |
Alliant Holdings, Inc. +, a | Preferred equity | | | 01/18/19 | | | | 23,400 | | | | 24,745,490 | |
AP VIII Prime Security Services Holdings, L.P. +, a, d | Limited partnership interest | | | 05/02/16 | | | | — | | | | 12,839,722 | |
Apollo Co-Investors (MHE), L.P. +, a, d | Limited partnership interest | | | 05/21/13 | | | | — | | | | 1,969,021 | |
AqGen Island Intermediate Holdings II, Inc. +, a | Common equity | | | 12/03/15 | | | | 1,220 | | | | 2,782,007 | |
AqGen Island Intermediate Holdings II, Inc. +, a | Preferred equity | | | 03/27/19 | | | | 3,621 | | | | 17,341,874 | |
Astorg VII Co-Invest ERT +, a, d | Limited partnership interest | | | 01/31/20 | | | | — | | | | 41,354,380 | |
BCPE Hercules Holdings, LP +, a, d | Limited partnership interest | | | 07/30/18 | | | | — | | | | 32,357,867 | |
CapitalSpring Finance Company, LLC +, a | Common equity | | | 10/03/14 | | | | 3,020,546 | | | | 5,089,410 | |
CB Poly Holdings, LLC +, a | Preferred equity | | | 08/16/16 | | | | 171,270 | | | | 27,896,565 | |
Confluent Health, LLC +, a, b | Common equity | | | 05/30/19 | | | | 27,260 | | | | 31,387,809 | |
ConvergeOne Investment L.P. +, a | Common equity | | | 07/03/19 | | | | 2,888 | | | | 2,451,796 | |
Desserts LLC +, a | Preferred equity | | | 02/08/16 | | | | 7,989 | | | | 12,735,553 | |
ECP Parent, LLC +, a, b | Common equity | | | 02/18/20 | | | | 100,000,000 | | | | 100,000,000 | |
Elgin Co-Investment, L.P.2 +, a, d | Limited partnership interest | | | 11/28/16 | | | | — | | | | 46,141,523 | |
EnfraGen LLC +, a, b, c | Common equity | | | 09/17/19 | | | | 37,786 | | | | 48,036,019 | |
EQT Infrastructure IV Co-Investment (B) SCSp +, a, d | Limited partnership interest | | | 03/09/20 | | | | — | | | | 109,661,585 | |
EQT VIII Co-Investment (C) SCSp +, a, d | Limited partnership interest | | | 01/28/19 | | | | — | | | | 49,716,566 | |
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 –
September 30, 2020 (Unaudited) (continued)
Private Equity Investments (continued) Direct Investments * (continued) Direct Equity (continued) | Investment Type | | Acquisition Date | | | Shares | | | Fair Value** | |
North America (27.58%) (continued) |
EXW Coinvest L.P. +, a, d | Limited partnership interest | | | 06/22/16 | | | | — | | | $ | 62,122,768 | |
Gemini Global Holdings Investor, LLC +, a, d | Member interest | | | 06/17/11 | | | | — | | | | 6,813,999 | |
GlobalLogic Worldwide Holdings, Inc. +, a, b | Common equity | | | 08/01/18 | | | | 701,927 | | | | 181,966,472 | |
Healthgrades, Inc. +, a | Common equity | | | 01/04/19 | | | | 1,616 | | | | 199,046 | |
KKR Enterprise Co-Invest AIV A L.P. +, a, d | Limited partnership interest | | | 07/31/20 | | | | — | | | | 1,046,040 | |
KKR Enterprise Co-Invest L.P. +, a | Common equity | | | 10/09/18 | | | | 9,136 | | | | — | |
LT Co-Borrower, LLC +, a, d | Member interest | | | 06/24/20 | | | | — | | | | 2,712,807 | |
LTF Holdings, Inc. +, a | Common equity | | | 01/06/20 | | | | 3,132,000 | | | | 62,777,050 | |
MHS Acquisition Holdings, LLC +, a, b | Common equity | | | 03/10/17 | | | | 342 | | | | 383,850 | |
MHS Acquisition Holdings, LLC +, a, b | Preferred equity | | | 03/10/17 | | | | 33,900 | | | | 208,495 | |
MHS Blocker Purchaser L.P. +, a, b, d | Limited partnership interest | | | 03/10/17 | | | | — | | | | 45,799,573 | |
NDES Holdings, LLC +, a | Preferred equity | | | 09/19/11 | | | | 500,000 | | | | 6,071,615 | |
NTS Holding Corporation, Inc. +, a | Common equity | | | 11/21/13 | | | | 2,740 | | | | 2,167,659 | |
NTS Holding Corporation, Inc. +, a | Preferred equity | | | 04/21/17 | | | | 70 | | | | 473,334 | |
OHCP IV SF COI, L.P. +, a, b, d | Limited partnership interest | | | 01/31/18 | | | | — | | | | 25,001,351 | |
Onecall Holdings, L.P. +, a, b, d | Limited partnership interest | | | 11/29/17 | | | | — | | | | 115,415,192 | |
Onex Fox, L.P. +, a, d | Limited partnership interest | | | 04/25/19 | | | | — | | | | 45,144,868 | |
PG BRPC Investment, LLC +, a, b | Common equity | | | 08/01/19 | | | | 32,079 | | | | 43,959,223 | |
Polaris Investment Holdings, L.P +, a, d | Limited partnership interest | | | 06/07/16 | | | | — | | | | 29,351,678 | |
Safari Co-Investment L.P. +, a, d | Limited partnership interest | | | 03/14/18 | | | | — | | | | 6,932,158 | |
Shermco Intermediate Holdings, Inc. +, a | Common equity | | | 06/05/18 | | | | 1,095 | | | | 1,974,524 | |
Shingle Coinvest LP +, a, d | Limited partnership interest | | | 05/29/18 | | | | — | | | | 83,989,737 | |
SIH RP HoldCo LP +, a | Common equity | | | 09/10/19 | | | | 5,018,277 | | | | 42,550,476 | |
Silver Lake Sumeru Marlin Co-Invest Fund, L.P. +, a, d | Limited partnership interest | | | 05/14/12 | | | | — | | | | 66,174 | |
SLP West Holdings Co-Invest Feeder II, L.P. +, a, d | Limited partnership interest | | | 08/18/17 | | | | — | | | | 33,604,878 | |
SnackTime PG Holdings, Inc. +, a, b | Common equity | | | 05/23/18 | | | | 12 | | | | 67,779,427 | |
SnackTime PG Holdings, Inc. +, a, b, d | Member interest | | | 05/23/18 | | | | — | | | | 17,369,559 | |
TA Buckeye Parent, LLC +, a | Common equity | | | 06/28/19 | | | | 21,985,058 | | | | 126,579,523 | |
TKC Topco LLC +, a | Common equity | | | 10/14/16 | | | | 4,632,829 | | | | 7,373,495 | |
Velocity Holdings Corp. +, a | Common equity | | | 08/06/12 | | | | 3,749,777 | | | | 12,888,910 | |
Vistria Catapult Holdings, Inc. +, a | Preferred equity | | | 09/30/19 | | | | 18,028 | | | | 26,854,553 | |
Total North America (27.58%) | | | | | | | | | | | | 1,739,416,423 | |
| | | | | | | | | | | | | |
Rest of World (2.18%) |
Carlyle Retail Turkey Partners, L.P. +, a, d | Limited partnership interest | | | 07/11/13 | | | | — | | | | 4,777,349 | |
Heket Holdings S.à.r.l. +, a | Preferred equity | | | 09/25/19 | | | | 11,988,920 | | | | 20,633,985 | |
Heket Holdings S.à.r.l. +, a | Common equity | | | 09/25/19 | | | | 271,743 | | | | 111,698,808 | |
Total Rest of World (2.18%) | | | | | | | | | | | | 137,110,142 | |
| | | | | | | | | | | | | |
South America (0.26%) |
Centauro Co-Investment Fund, L.P. +, a, d | Limited partnership interest | | | 11/28/13 | | | | — | | | | 10,650,153 | |
GTS II Cayman Corporation +, a, c | Common equity | | | 07/24/13 | | | | 2,824 | | | | 5,830,169 | |
Total South America (0.26%) | | | | | | | | | | | | 16,480,322 | |
| | | | | | | | | | | | | |
Western Europe (19.92%) |
Aston Lux Acquisitions S.à.r.l +, a, d | Limited partnership interest | | | 11/28/19 | | | | — | | | | 3,827,953 | |
Astorg Co-Invest SGG, FCPI +, a, b, d | Limited partnership interest | | | 02/10/16 | | | | — | | | | 71,291,135 | |
Camelia Investment 1 Limited +, a, b | Preferred equity | | | 10/12/17 | | | | 6,768,617,529 | | | | 116,158,936 | |
Camelia Investment 1 Limited +, a, b | Common equity | | | 10/12/17 | | | | 86,824 | | | | 45,126,373 | |
Capri Acquisitions Topco Limited +, a | Preferred equity | | | 11/01/17 | | | | 64,960,457 | | | | 94,420,201 | |
Capri Acquisitions Topco Limited +, a | Common equity | | | 11/01/17 | | | | 47,027 | | | | 123,913,862 | |
Ceramtec Co-Investment (1) L.P. +, a, d | Limited partnership interest | | | 02/20/18 | | | | — | | | | 29,961,588 | |
Ciddan S.a.r.l. +, a | Preferred equity | | | 09/15/17 | | | | 23,249,522 | | | | 30,281,765 | |
Ciddan S.a.r.l. +, a | Common equity | | | 09/15/17 | | | | 12,263,242 | | | | 74,793,304 | |
The accompanying notes are an integral part of these Consolidated Financial Statements.
3
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Consolidated Schedule of Investments –
September 30, 2020 (Unaudited) (continued)
Private Equity Investments (continued) Direct Investments * (continued) Direct Equity (continued) | Investment Type | | Acquisition Date | | | Shares | | | Fair Value** | |
Western Europe (19.92%) (continued) |
EQT Jaguar Co-Investment SCSp +, a, b, d | Limited partnership interest | | | 11/30/18 | | | | — | | | $ | 65,265,655 | |
EQT VIII Co-Investment (D) SCSp +, a, d | Limited partnership interest | | | 10/01/19 | | | | — | | | | 107,080,713 | |
Eurodrip Co-Investment Fund I, L.P. +, a, d | Limited partnership interest | | | 03/18/13 | | | | — | | | | 8,171,650 | |
Fides S.p.A +, a | Common equity | | | 12/15/16 | | | | 1,096,526 | | | | 3,313,317 | |
Frontmatec Holding III ApS +, a | Common equity | | | 09/23/16 | | | | 248,257,489 | | | | 24,233,274 | |
Global Blue Group Holding AG +, a | Common equity | | | 09/11/20 | | | | 97,520 | | | | 677,764 | |
Global Blue Holding LP +, a, c, d | Limited partnership interest | | | 07/31/12 | | | | — | | | | 11,223,154 | |
Hogan S.a.r.l. +, a | Preferred equity | | | 12/22/11 | | | | 1,810,271 | | | | 1,351,044 | |
Hogan S.a.r.l. +, a | Common equity | | | 12/22/11 | | | | 272,221 | | | | 1 | |
Kaffee Partner Holding GmbH +, a, d | Member interest | | | 11/01/17 | | | | — | | | | 1,352,529 | |
Kaffee Partner Holding GmbH +, a | Common equity | | | 11/01/17 | | | | 1,237 | | | | 1 | |
KKR Matterhorn Co-Invest L.P. +, a, d | Limited partnership interest | | | 11/02/12 | | | | — | | | | 1,414,105 | |
KKR Traviata Co-invest L.P. +, a, d | Limited partnership interest | | | 12/18/19 | | | | — | | | | 101,113,445 | |
Luxembourg Investment Company 261 S.à.r.l. +, a | Common equity | | | 07/31/18 | | | | 1,521 | | | | 51,046,197 | |
Luxembourg Investment Company 261 S.à.r.l. +, a, d | Member interest | | | 07/31/18 | | | | — | | | | 55,645,005 | |
Luxembourg Investment Company 285 S.à.r.l. +, a, b | Preferred equity | | | 08/22/19 | | | | 7,865,820 | | | | 20,094,019 | |
Luxembourg Investment Company 285 S.à.r.l. +, a, b, d | Member interest | | | 08/22/19 | | | | — | | | | 19,273,874 | |
Luxembourg Investment Company 285 S.à.r.l. +, a, b | Common equity | | | 08/22/19 | | | | 6,999,953 | | | | 10,057,675 | |
Luxembourg Investment Company 293 S.à.r.l. +, a, b | Common equity | | | 06/26/19 | | | | 10,752,136 | | | | 24,803,573 | |
Luxembourg Investment Company 293 S.à.r.l. +, a, b, d | Member interest | | | 06/26/19 | | | | — | | | | 17,019,733 | |
Luxembourg Investment Company 314 S.à.r.l. +, a, b | Common equity | | | 08/22/19 | | | | 192,000 | | | | 1 | |
PG Lion Management Warehouse S.C.S +, a, b, d | Limited partnership interest | | | 08/22/19 | | | | — | | | | 1,371,240 | |
Polyusus Lux XVI S.a.r.l. +, a, b | Common equity | | | 05/23/18 | | | | 44,442,345 | | | | — | |
Polyusus Lux XVI S.a.r.l. +, a, b | Preferred equity | | | 05/23/18 | | | | 244,659,996 | | | | 19,349,135 | |
Quadriga Capital IV Investment Holding II L.P. +, a, b, d | Limited partnership interest | | | 09/09/16 | | | | — | | | | 41,051,844 | |
R&R Co-Invest FCPR +, a, d | Limited partnership interest | | | 07/05/13 | | | | — | | | | 3,941,966 | |
Root JVCo S.à r.l +, a, b | Preferred equity | | | 09/29/20 | | | | 6,285,440 | | | | 21,753,696 | |
Root JVCo S.à r.l. +, a, b, d | Member interest | | | 09/29/20 | | | | — | | | | 36,248,909 | |
Root JVCo S.à r.l. +, a, b | Common equity | | | 09/29/20 | | | | 1,957,760 | | | | 2,417,247 | |
S.TOUS, S.L +, a | Common equity | | | 10/06/15 | | | | 622 | | | | 17,209,676 | |
Total Western Europe (19.92%) | | | | | | | | | | | | 1,256,255,559 | |
| | | | | | | | | | | | | |
Total Direct Equity (53.82%) | | | | | | | | | | | $ | 3,393,832,447 | |
| | | | | | | | | | | | | |
Private Equity Investments (continued) Direct Investments * (continued) Direct Debt (13.35%) | Interest | | Acquisition Date | | | Maturity Date | | Investment Type | | Principal | | | Fair Value** | |
Asia - Pacific (1.02%) | | | | | | | | | | | | | | | | | | |
Casmar (Australia) PTY Ltd. +, a | Cash 5.50% + L (1.00% Floor)^^ | | | 04/11/17 | | | | 12/20/23 | | Senior | | $ | 6,875,874 | | | $ | 5,607,812 | |
Casmar (Australia) PTY Ltd. +, a | Cash 9.25% + BBSY (1.00% Floor)†† | | | 12/20/16 | | | | 12/20/24 | | Second Lien | | | 12,811,375 | | | | 10,585,403 | |
Healing Quest +, a | PIK 14.50% | | | 01/31/18 | | | | 01/31/23 | | Mezzanine | | | 7,301,838 | | | | 7,793,596 | |
Snacking Investments BidCo Pty Limited +, a | Cash 8.50% + BBSY (1.00% Floor)† | | | 12/23/19 | | | | 12/17/27 | | Second Lien | | | 32,942,073 | | | | 34,092,263 | |
Snacking Investments BidCo Pty Limited +, a | Cash 4.00% + L (1.00% Floor)^ | | | 01/15/20 | | | | 12/18/26 | | Senior | | | 1,293,500 | | | | 1,288,656 | |
Stiphout Finance, LLC +, a | Cash 3.00% + L (1.00% Floor)^ | | | 10/30/15 | | | | 10/26/22 | | Senior | | | 4,790,573 | | | | 4,787,255 | |
Total Asia - Pacific (1.02%) | | | | | | | | | | | | | | | | | 64,154,985 | |
| | | | | | | | | | | | | | | | | | |
North America (8.75%) |
8th Avenue Food & Provisions, Inc. +, a | Cash 3.75% + L^ | | | 11/13/18 | | | | 10/01/25 | | Senior | | | 1,473,750 | | | | 1,464,849 | |
Achilles Acquisition LLC +, a | Cash 4.00% + L^ | | | 12/14/18 | | | | 10/13/25 | | Senior | | | 1,083,515 | | | | 1,067,263 | |
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 –
September 30, 2020 (Unaudited) (continued)
Private Equity Investments (continued) Direct Investments * (continued) Direct Debt (continued) | Interest | | Acquisition Date | | | Maturity Date | | Investment Type | | Principal | | | Fair Value** | |
North America (continued) | | | | | | | | | | | | | | | | | | |
Acrisure LLC +, a | Cash 3.50% + L^^ | | | 03/27/20 | | | | 02/15/27 | | Senior | | $ | 1,094,500 | | | $ | 1,060,100 | |
Affordable Care Holding Corp. +, a | Cash 9.50% + L (1.00% Floor)^^ | | | 10/22/15 | | | | 04/22/23 | | Second Lien | | | 17,063,327 | | | | 16,325,938 | |
AI Alpine AT BidCo GmBH +, a | Cash 3.50% + E### | | | 11/30/18 | | | | 10/31/25 | | Senior | | | 1,415,436 | | | | 1,360,663 | |
Aldevron, L.L.C. +, a | Cash 4.25% + L (1.00% Floor)^^ | | | 12/12/19 | | | | 10/12/26 | | Senior | | | 1,194,000 | | | | 1,196,484 | |
Alliant Holdings Intermediate, LLC +, a | Cash 3.25% + L^^ | | | 06/03/19 | | | | 05/09/25 | | Senior | | | 1,283,750 | | | | 1,263,024 | |
Altra Industrial Motion Corp. +, a | Cash 2.00% + L^^ | | | 11/21/18 | | | | 10/01/25 | | Senior | | | 1,067,164 | | | | 1,039,823 | |
Applovin Corporation +, a | Cash 4.00% + L^^ | | | 04/29/20 | | | | 08/15/25 | | Senior | | | 1,791,000 | | | | 1,769,732 | |
AqGen Ascensus, Inc. +, a | Cash 8.00% + L (1.00% Floor)^^ | | | 03/27/19 | | | | 12/03/23 | | Second Lien | | | 68,681,600 | | | | 68,606,050 | |
AthenaHealth, Inc. +, a | Cash 4.50% + L^^ | | | 03/13/19 | | | | 02/11/26 | | Senior | | | 2,462,500 | | | | 2,434,797 | |
Avantor, Inc. +, a | Cash 3.00% + L (1.00% Floor)^ | | | 12/22/17 | | | | 11/21/24 | | Senior | | | 4,219,707 | | | | 4,381,000 | |
Banff Merger Sub Inc. +, a | Cash 4.25% + L^ | | | 10/18/18 | | | | 10/02/25 | | Senior | | | 1,375,500 | | | | 1,339,242 | |
Berry Global, Inc. +, a | Cash 2.00% + L^^ | | | 08/05/19 | | | | 07/01/26 | | Senior | | | 2,468,750 | | | | 2,401,785 | |
Bioclinica Holding I, L.P. +, a | Cash 8.25% + L (1.00% Floor)^^ | | | 11/04/16 | | | | 10/20/24 | | Second Lien | | | 20,335,000 | | | | 20,750,000 | |
Blackhawk Network Holdings, Inc +, a | Cash 3.00% + L^^ | | | 08/12/19 | | | | 06/15/25 | | Senior | | | 984,887 | | | | 931,796 | |
Bracket Intermediate Holding Corp +, a | Cash 4.25% + L^^ | | | 10/04/18 | | | | 09/05/25 | | Senior | | | 1,470,000 | | | | 1,443,048 | |
Bright Horizons Family Solutions, Inc. +, a | Cash 1.75% + L (0.75% Floor)^ | | | 02/21/18 | | | | 11/07/23 | | Senior | | | 5,834,058 | | | | 5,662,707 | |
Brookfield WEC Holdings, Inc. +, a | Cash 3.00% + L (0.75% Floor)^ | | | 09/12/18 | | | | 08/01/25 | | Senior | | | 997,312 | | | | 974,513 | |
CapitalSpring Finance Company, LLC +, a | Cash 8.00% | | | 03/01/17 | | | | 02/10/23 | | Mezzanine | | | 8,191,138 | | | | 7,806,155 | |
CapitalSpring Finance Company, LLC +, a | PIK 5.00% | | | 03/01/17 | | | | 02/10/23 | | Mezzanine | | | 3,036,322 | | | | 2,182,930 | |
CDRH Parent, Inc. +, a | Cash 8.00% + L (1.00% Floor)^^^ | | | 08/06/14 | | | | 07/01/22 | | Second Lien | | | 9,900,000 | | | | — | |
Centralsquare Technologies, LLC +, a | Cash 3.75% + L^^ | | | 10/16/18 | | | | 08/29/25 | | Senior | | | 982,500 | | | | 884,918 | |
Charter NEX US, Inc. +, a | Cash 3.25% + L^^ | | | 05/31/19 | | | | 05/16/24 | | Senior | | | 1,463,811 | | | | 1,433,013 | |
CommScope, Inc. +, a | Cash 3.25% + L^ | | | 04/26/19 | | | | 04/06/26 | | Senior | | | 990,000 | | | | 967,106 | |
Composite Resins Holding B.V. +, a | Cash 4.25% + L (1.00% Floor)^^ | | | 08/28/18 | | | | 08/01/25 | | Senior | | | 488,750 | | | | 483,862 | |
Conservice Midco, LLC, +, a | Cash 4.25% + L^^ | | | 05/07/20 | | | | 05/13/27 | | Senior | | | 1,700,000 | | | | 1,685,125 | |
Conterra Ultra Broadband Holdings, Inc. +, a | Cash 4.50% + L^ | | | 06/06/19 | | | | 04/30/26 | | Senior | | | 1,678,750 | | | | 1,661,962 | |
ConvergeOne Holdings, Inc. +, a | Cash 5.00% + L^ | | | 03/27/19 | | | | 04/01/26 | | Senior | | | 2,955,000 | | | | 2,714,906 | |
ConvergeOne Holdings, Inc. +, a | Cash 8.50% + L^ | | | 04/15/19 | | | | 01/04/27 | | Second Lien | | | 28,875,000 | | | | 25,638,112 | |
Covenant Surgical Partners, Inc. +, a, f | Cash 4.00% + L^ | | | 11/01/19 | | | | 07/01/26 | | Senior | | | 247,500 | | | | — | |
Covenant Surgical Partners, Inc. +, a | Cash 4.00% + L^ | | | 11/01/19 | | | | 07/01/26 | | Senior | | | 1,237,547 | | | | 1,140,604 | |
Crown Subsea Communications Holding, Inc. +, a | Cash 6.00% + L^^ | | | 11/14/18 | | | | 11/02/25 | | Senior | | | 1,519,460 | | | | 1,516,611 | |
CSC Holdings, LLC +, a | Cash 2.25% + L^ | | | 12/07/18 | | | | 01/15/26 | | Senior | | | 1,972,469 | | | | 1,910,010 | |
DCert Buyer, Inc. +, a | Cash 4.00% + L^^ | | | 10/24/19 | | | | 10/16/26 | | Senior | | | 1,492,500 | | | | 1,477,165 | |
Deerfield Dakota Holding, LLC +, a | Cash 3.75% + L (1.00% Floor)^^ | | | 03/05/20 | | | | 03/05/27 | | Senior | | | 997,500 | | | | 994,827 | |
Dell International L.L.C. +, a | Cash 2.00% + L (0.75% Floor)^^ | | | 10/15/19 | | | | 09/19/25 | | Senior | | | 1,347,411 | | | | 1,342,601 | |
Delta 2 (Lux) S.A.R.L +, a | Cash 2.50% + L (1.00% Floor)^ | | | 03/01/18 | | | | 02/01/24 | | Senior | | | 1,997,500 | | | | 1,948,340 | |
Dentalcorp Perfect Smile ULC +, a | Cash 3.75% + L (1.00% Floor)^ | | | 04/04/19 | | | | 06/06/25 | | Senior | | | 1,768,342 | | | | 1,678,448 | |
Diamond Sports Group, LLC +, a | Cash 3.25% + L^ | | | 09/18/19 | | | | 08/24/26 | | Senior | | | 990,000 | | | | 795,886 | |
Diligent Corporation +, a | Cash 6.25% + L (1.00% Floor)^^ | | | 04/29/16 | | | | 05/31/24 | | Senior | | | 28,314,197 | | | | 28,593,329 | |
Diligent Corporation +, a | Cash 6.25% + L (1.00% Floor)^ | | | 01/19/18 | | | | 04/14/22 | | Senior | | | 1,203,661 | | | | 1,204,617 | |
Envision Healthcare Corporation +, a | Cash 3.75% + L^ | | | 10/25/18 | | | | 10/10/25 | | Senior | | | 2,947,500 | | | | 2,132,030 | |
Envision Healthcare Corporation +, a, e | Cash 4.50% + L (1.00% Floor)^^ | | | 04/27/20 | | | | 10/10/25 | | Senior | | | 35,352,530 | | | | 27,302,759 | |
The accompanying notes are an integral part of these Consolidated Financial Statements.
5
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Consolidated Schedule of Investments –
September 30, 2020 (Unaudited) (continued)
Private Equity Investments (continued) Direct Investments * (continued) Direct Debt (continued) | Interest | | Acquisition Date | | | Maturity Date | | Investment Type | | Principal | | | Fair Value** | |
North America (continued) | | | | | | | | | | | | | | | | | | |
Explorer Holdings, Inc. +, a | Cash 8.00% + L (0.50% Floor)^ | | | 02/04/20 | | | | 02/04/28 | | Second Lien | | $ | 22,645,000 | | | $ | 21,741,464 | |
Femur Buyer, Inc. +, a | Cash 4.50% + L^^ | | | 03/26/19 | | | | 03/05/26 | | Senior | | | 2,962,500 | | | | 2,700,808 | |
Flex Acquisition Company, Inc. +, a | Cash 3.25% + L^ | | | 07/30/18 | | | | 06/29/25 | | Senior | | | 978,518 | | | | 952,084 | |
GC EOS Buyer, Inc. +, a | Cash 4.50% + L^ | | | 07/18/19 | | | | 08/01/25 | | Senior | | | 1,974,811 | | | | 1,832,625 | |
Gentiva Health Services, Inc. +, a | Cash 3.25% + L^^ | | | 09/18/18 | | | | 07/02/25 | | Senior | | | 1,836,494 | | | | 1,802,069 | |
GFL Environmental Inc. +, a | Cash 3.00% + L (1.00% Floor)^ | | | 12/05/18 | | | | 05/30/25 | | Senior | | | 1,889,555 | | | | 1,883,773 | |
GHX Ultimate Parent Corporation +, a | Cash 3.25% + L (1.00% Floor)^^ | | | 09/17/18 | | | | 06/22/24 | | Senior | | | 977,033 | | | | 959,124 | |
Gopher Sub, Inc. +, a | Cash 3.00% + L (0.75% Floor)^ | | | 03/02/18 | | | | 02/03/25 | | Senior | | | 3,050,501 | | | | 2,953,447 | |
GTT Communications, Inc. +, a | Cash 2.75% + L^ | | | 07/02/18 | | | | 05/31/25 | | Senior | | | 4,301,000 | | | | 3,727,161 | |
Heartland Dental, LLC +, a | Cash 3.50% + L^ | | | 05/15/18 | | | | 04/30/25 | | Senior | | | 2,870,925 | | | | 2,713,186 | |
Hexion Inc. +, a | Cash 3.50% + L^^ | | | 08/09/19 | | | | 07/01/26 | | Senior | | | 1,382,500 | | | | 1,366,256 | |
Hornblower Sub, LLC +, a | Cash 4.50% + L^^ | | | 05/01/19 | | | | 04/27/25 | | Senior | | | 948,853 | | | | 799,409 | |
Huntsman Holdings, LLC +, a | Cash 5.00% + L (0.75% Floor)^ | | | 12/17/18 | | | | 09/25/24 | | Senior | | | 1,273,737 | | | | 1,265,974 | |
Husky Injection Molding Systems Ltd. +, a | Cash 3.25% + L (1.00% Floor)^^ | | | 07/15/19 | | | | 03/28/25 | | Senior | | | 983,718 | | | | 932,466 | |
Hyland Software, Inc. +, a, e | Cash 3.50% + L^^ | | | 09/25/20 | | | | 06/22/25 | | Senior | | | 1,000,000 | | | | 997,290 | |
Idera, Inc. +, a | Cash 4.50% + L (1.00% Floor)^ | | | 12/17/18 | | | | 06/27/24 | | Senior | | | 1,273,677 | | | | 1,260,411 | |
Infoblox Inc. +, a | Cash 4.50% + L^ | | | 11/21/16 | | | | 11/07/23 | | Senior | | | 4,055,745 | | | | 4,170,061 | |
Kingpin Intermediate Holdings LLC +, a | Cash 3.50% + L (1.00% Floor)^ | | | 10/05/18 | | | | 07/03/24 | | Senior | | | 1,346,264 | | | | 1,154,422 | |
LogMeIn, Inc. +, a | Cash 4.75% + L^^ | | | 09/03/20 | | | | 08/31/27 | | Senior | | | 3,000,000 | | | | 2,904,390 | |
LogMeIn, Inc. +, a | Cash 9.00% + L^ | | | 09/11/20 | | | | 08/31/28 | | Second Lien | | | 17,925,000 | | | | 17,835,375 | |
Loire UK Midco 3 Limited +, a | Cash 3.50% + L^^^ | | | 01/24/20 | | | | 01/22/27 | | Senior | | | 1,396,500 | | | | 1,365,079 | |
LTI Holdings, Inc. +, a | Cash 3.50% + L^ | | | 10/22/18 | | | | 09/06/25 | | Senior | | | 980,000 | | | | 915,075 | |
McAfee, LLC +, a | Cash 3.75% + L^^ | | | 07/19/19 | | | | 09/30/24 | | Senior | | | 492,462 | | | | 489,616 | |
McAfee, LLC +, a | Cash 4.50% + L (1.00% Floor)^ | | | 02/02/18 | | | | 09/27/24 | | Senior | | | 3,352,956 | | | | 3,346,625 | |
MediaOcean, LLC +, a | Cash 3.75% + L^ | | | 09/10/20 | | | | 08/18/25 | | Senior | | | 1,296,742 | | | | 1,293,500 | |
Messer Industries USA, Inc. +, a | Cash 2.50% + L^^ | | | 04/26/19 | | | | 03/01/26 | | Senior | | | 1,379,000 | | | | 1,352,930 | |
Mitchell International, Inc. +, a | Cash 3.25% + L^ | | | 12/21/17 | | | | 11/29/24 | | Senior | | | 5,208,301 | | | | 5,035,197 | |
MLN US HoldCo LLC +, a | Cash 4.50% + L^ | | | 12/07/18 | | | | 11/30/25 | | Senior | | | 1,083,500 | | | | 931,133 | |
Navicure, Inc. +, a | Cash 4.00% + L (0.75% Floor)^^ | | | 09/29/20 | | | | 10/22/26 | | Senior | | | 1,000,000 | | | | 993,750 | |
Navicure, Inc. +, a | Cash 4.00% + L^^ | | | 11/19/19 | | | | 10/22/26 | | Senior | | | 1,393,000 | | | | 1,364,854 | |
Netsmart, Inc. +, a | Cash 3.75% + L (1.00% Floor)^ | | | 07/16/18 | | | | 04/19/23 | | Senior | | | 2,256,139 | | | | 2,255,428 | |
Netsmart, Inc. +, a | Cash 7.50% + L (1.00% Floor)^^ | | | 05/05/16 | | | | 10/19/23 | | Second Lien | | | 21,816,000 | | | | 22,725,000 | |
Nexstar Broadcasting +, a | Cash 2.75% + L^ | | | 10/02/19 | | | | 09/21/26 | | Senior | | | 1,440,938 | | | | 1,412,234 | |
Northwest Fiber, LLC +, a | Cash 5.50% + L^^ | | | 05/21/20 | | | | 04/30/27 | | Senior | | | 1,000,000 | | | | 1,000,835 | |
NSM Top Holdings Corp. +, a | Cash 5.25% + L^^ | | | 11/26/19 | | | | 11/16/26 | | Senior | | | 1,488,750 | | | | 1,434,783 | |
NTS Technical Systems +, a | Cash 6.25% + L (1.00% Floor)^ | | | 06/19/15 | | | | 06/12/21 | | Senior | | | 6,937,822 | | | | 6,870,383 | |
OEConnection LLC +, a | Cash 4.00% + L^^ | | | 10/28/19 | | | | 09/25/26 | | Senior | | | 2,143,172 | | | | 2,119,062 | |
Panther BF Aggregator 2 LP +, a | Cash 3.50% + L^ | | | 05/14/19 | | | | 04/30/26 | | Senior | | | 1,188,000 | | | | 1,161,276 | |
Peak 10 Holding Corporation +, a | Cash 3.50% + L^^ | | | 06/18/19 | | | | 08/01/24 | | Senior | | | 1,969,543 | | | | 1,696,978 | |
Pearl Intermediate Parent, LLC +, a | Cash 2.75% + L^ | | | 03/16/18 | | | | 02/14/25 | | Senior | | | 3,702,757 | | | | 3,599,375 | |
Perforce Software, Inc. +, a | Cash 3.75% + L^^ | | | 07/22/19 | | | | 07/01/26 | | Senior | | | 1,683,032 | | | | 1,656,474 | |
Pet Holdings ULC +, a | Cash 5.50% + L (1.00% Floor)^^ | | | 07/08/16 | | | | 07/05/22 | | Senior | | | 9,451,008 | | | | 8,595,601 | |
PetVet Care Centers, LLC +, a | Cash 3.25% + L^ | | | 04/12/19 | | | | 02/14/25 | | Senior | | | 1,178,947 | | | | 1,157,579 | |
PG&E Corporation +, a | Cash 4.50% + L (1.00% Floor)^^ | | | 08/11/20 | | | | 06/23/25 | | Senior | | | 1,995,000 | | | | 1,958,422 | |
Plano Molding Company, LLC +, a | Cash 7.50% + L (1.00% Floor)^^ | | | 05/12/15 | | | | 05/12/21 | | Senior | | | 4,534,647 | | | | 2,278,872 | |
Plano Synergy Holding Inc +, a | Cash 7.50% + L (1.00% Floor)^^; PIK 1.50% | | | 08/07/20 | | | | 05/12/22 | | Senior | | | 339,123 | | | | 338,073 | |
Pluto Acquisition I, Inc. +, a | Cash 5.00% + L^^ | | | 08/16/19 | | | | 06/22/26 | | Senior | | | 1,485,000 | | | | 1,481,287 | |
Pre-Paid Legal Services, Inc. +, a, e | Cash 4.00% + L (0.75% Floor)^^ | | | 09/11/20 | | | | 05/01/25 | | Senior | | | 400,000 | | | | 390,000 | |
Pre-Paid Legal Services, Inc. +, a | Cash 3.25% + L^ | | | 05/07/19 | | | | 05/01/25 | | Senior | | | 1,440,750 | | | | 1,396,325 | |
Procera Networks, Inc. +, a | Cash 4.50% + L^^ | | | 11/20/18 | | | | 10/31/25 | | Senior | | | 1,144,395 | | | | 1,098,619 | |
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 –
September 30, 2020 (Unaudited) (continued)
Private Equity Investments (continued) Direct Investments * (continued) Direct Debt (continued) | Interest | | Acquisition Date | | | Maturity Date | | Investment Type | | Principal | | | Fair Value** | |
North America (continued) | | | | | | | | | | | | | | | | | | |
Project Boost Purchaser, LLC +, a | Cash 3.50% + L^^ | | | 07/19/19 | | | | 06/01/26 | | Senior | | $ | 1,782,000 | | | $ | 1,732,104 | |
Prometric Holdings, Inc. +, a | Cash 7.50% + L (1.00% Floor)^ | | | 01/29/18 | | | | 01/29/26 | | Second Lien | | | 13,604,350 | | | | 11,388,223 | |
Quintiles IMS Inc. +, a | Cash 2.00% + E (0.50% Floor)## | | | 06/22/18 | | | | 06/11/25 | | Senior | | | 3,065,328 | | | | 3,061,725 | |
Radiate HoldCo, LLC +, a | Cash 3.00% + L (0.75% Floor)^^ | | | 07/16/19 | | | | 02/01/24 | | Senior | | | 1,390,146 | | | | 1,370,170 | |
Radiology Partners, Inc. +, a | Cash 4.25% + L^^^^ | | | 09/11/18 | | | | 07/09/25 | | Senior | | | 1,903,933 | | | | 1,832,059 | |
Redstone Holdco 2 LP +, a, e | Cash 5.00% + L (1.00% Floor)^^ | | | 07/01/20 | | | | 09/01/27 | | Senior | | | 1,700,000 | | | | 1,695,750 | |
Refinitiv US Holdings Inc. +, a | Cash 3.25% + L^ | | | 11/19/18 | | | | 10/01/25 | | Senior | | | 2,947,500 | | | | 2,922,623 | |
Restaurant Technologies, Inc. +, a | Cash 3.25% + L^^ | | | 10/26/18 | | | | 10/01/25 | | Senior | | | 491,250 | | | | 473,442 | |
Rocket Software, Inc. +, a | Cash 4.25% + L^ | | | 12/05/18 | | | | 11/28/25 | | Senior | | | 1,674,500 | | | | 1,647,289 | |
S2P Acquisition Borrower, Inc +, a | Cash 4.00% + L^ | | | 10/07/19 | | | | 08/14/26 | | Senior | | | 990,000 | | | | 981,090 | |
Safe Fleet Holdings LLC +, a, b | Cash 3.00% + L (1.00% Floor)^ | | | 03/05/18 | | | | 02/03/25 | | Senior | | | 2,900,687 | | | | 2,747,642 | |
SCIH Salt Holdings, Inc. +, a | Cash 4.50% + L (1.00% Floor)^^ | | | 03/03/20 | | | | 03/16/27 | | Senior | | | 997,500 | | | | 998,747 | |
Shearer’s Foods, LLC +, a, e | Cash 7.75% + L (1.00% Floor)^^ | | | 09/15/20 | | | | 09/22/28 | | Second Lien | | | 1,000,000 | | | | 990,840 | |
Shearer’s Foods, LLC +, a | Cash 4.00% + L (0.75% Floor)^^ | | | 09/25/20 | | | | 09/23/27 | | Senior | | | 33,755 | | | | 33,503 | |
Shearer’s Foods, LLC +, a | Cash 4.25% + L (1.00% Floor)^^ | | | 05/17/18 | | | | 06/30/21 | | Senior | | | 3,136,245 | | | | 3,154,371 | |
Shermco Intermediate Holdings, Inc. +, a | Cash 4.50% + L (1.00% Floor)^ | | | 06/05/18 | | | | 06/05/24 | | Senior | | | 24,572,143 | | | | 25,344,118 | |
Sorenson Communications, LLC +, a | Cash 6.50% + L^^ | | | 05/06/19 | | | | 04/29/24 | | Senior | | | 756,383 | | | | 757,956 | |
Sound Inpatient Physicians, Inc +, a | Cash 3.00% + L^ | | | 08/23/18 | | | | 06/27/25 | | Senior | | | 1,365,000 | | | | 1,342,532 | |
SS&C Technologies, Inc. +, a | Cash 2.25% + L^ | | | 12/07/18 | | | | 04/16/25 | | Senior | | | 3,243,164 | | | | 2,184,880 | |
SSH Group Holdings, Inc. +, a | Cash 4.25% + L^^ | | | 09/11/18 | | | | 07/30/25 | | Senior | | | 3,437,387 | | | | 3,276,964 | |
Star US Bidco, LLC +, a | Cash 4.25% + L (1.00% Floor)^ | | | 03/03/20 | | | | 03/17/27 | | Senior | | | 1,296,750 | | | | 1,229,753 | |
T-Mobile USA, Inc. +, a | Cash 3.00% + L^^ | | | 04/28/20 | | | | 04/01/27 | | Senior | | | 1,097,250 | | | | 1,097,738 | |
Telenet Financing USD LLC +, a | Cash 2.00% + L^^^ | | | 01/24/20 | | | | 04/30/28 | | Senior | | | 2,400,000 | | | | 2,322,000 | |
The Ultimate Software Group Inc. +, a | Cash 4.00% + L (0.75% Floor)^^ | | | 06/18/20 | | | | 05/04/26 | | Senior | | | 1,000,000 | | | | 998,565 | |
TLP Finance Holdings, LLC +, a | Cash 7.50% + L (1.00% Floor)^ | | | 02/26/19 | | | | 02/26/26 | | Mezzanine | | | 46,257,750 | | | | 46,072,719 | |
Tosca Services LLC +, a | Cash 4.25% + L(1.00% Floor)^^ | | | 08/21/20 | | | | 08/18/27 | | Senior | | | 1,000,000 | | | | 1,001,565 | |
Utz Quality Foods, LLC +, a | Cash 3.50% + L^ | | | 01/16/18 | | | | 11/14/24 | | Senior | | | 3,654,505 | | | | 3,661,951 | |
VeriFone Systems, Inc. +, a | Cash 4.00% + L^^ | | | 09/25/18 | | | | 08/20/25 | | Senior | | | 4,637,499 | | | | 4,163,384 | |
Vertical Midco GmbH +, a | Cash 4.25% + L^^ | | | 09/09/20 | | | | 07/30/27 | | Senior | | | 4,000,000 | | | | 3,973,580 | |
VS Buyer, LLC +, a | Cash 3.25% + L^ | | | 02/19/20 | | | | 02/28/27 | | Senior | | | 1,990,000 | | | | 1,965,125 | |
West Corporation +, a | Cash 3.50% + L (1.00% Floor)^^ | | | 04/20/18 | | | | 10/10/24 | | Senior | | | 3,512,000 | | | | 3,195,692 | |
WP CityMD Bidco LLC +, a | Cash 4.50% + L (1.00% Floor)^^ | | | 09/01/19 | | | | 08/13/26 | | Senior | | | 2,977,500 | | | | 2,967,272 | |
Zayo Group Holdings, Inc. +, a | Cash 3.00% + L^ | | | 02/20/20 | | | | 03/09/27 | | Senior | | | 2,885,500 | | | | 2,805,600 | |
Total North America (8.75%) | | | | | | | | | | | | | | | | | 552,025,262 | |
| | | | | | | | | | | | | | | | | | |
Rest of World (0.54%) |
AI Sirona (Luxembourg) Acquisition S.a.r.l. +, a | Cash 4.25% + L^^^ | | | 10/05/18 | | | | 07/10/25 | | Senior | | | 20,368,074 | | | | 19,657,796 | |
AI Sirona (Luxembourg) Acquisition S.a.r.l. +, a | Cash 4.00% + E### | | | 10/05/18 | | | | 09/29/25 | | Senior | | | 2,401,128 | | | | 2,316,173 | |
AI Sirona (Luxembourg) Acquisition S.a.r.l. +, a | Cash 7.25% + E### | | | 10/11/18 | | | | 07/10/26 | | Second Lien | | | 12,553,388 | | | | 12,428,957 | |
Total Rest of World (0.54%) | | | | | | | | | | | | | | | | | 34,402,926 | |
| | | | | | | | | | | | | | | | | | |
Western Europe (3.04%) |
AI Convoy (Luxembourg) S.a.r.l. +, a | Cash 3.50% + L (1.00% Floor)^^ | | | 01/31/20 | | | | 01/20/27 | | Senior | | | 1,890,500 | | | | 1,869,232 | |
AI Ladder (Luxembourg) Subco S.à.r.l. +, a | Cash 4.50% + L^ | | | 08/07/18 | | | | 07/09/25 | | Senior | | | 2,289,580 | | | | 2,192,273 | |
AI PLEX AcquiCo GmbH +, a | Cash 5.00% + L^^^ | | | 08/23/19 | | | | 07/31/26 | | Senior | | | 4,969,962 | | | | 4,479,179 | |
Aston Finco S.à.r.l. +, a | Cash 4.25% + L^^ | | | 11/14/19 | | | | 10/09/26 | | Senior | | | 2,786,000 | | | | 2,744,210 | |
Aston Finco S.à.r.l. +, a | Cash 8.25% + L^^ | | | 10/25/19 | | | | 10/09/27 | | Second Lien | | | 36,733,592 | | | | 35,467,413 | |
The accompanying notes are an integral part of these Consolidated Financial Statements.
7
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Consolidated Schedule of Investments –
September 30, 2020 (Unaudited) (continued)
Private Equity Investments (continued) Direct Investments * (continued) Direct Debt (continued) | Interest | | Acquisition Date | | | Maturity Date | | Investment Type | | Principal | | | Fair Value** | |
Western Europe (continued) |
Auris Luxembourg III Sarl +, a | Cash 3.75% + L^ | | | 04/04/19 | | | | 02/27/26 | | Senior | | $ | 986,236 | | | $ | 915,558 | |
Autoform Lux S.a.r.l +, a | Cash 3.75% + L^^^ | | | 07/22/16 | | | | 07/21/23 | | Senior | | | 1,677,395 | | | | 1,652,402 | |
Autoform Lux S.a.r.l +, a | Cash 3.75% + E### | | | 07/22/16 | | | | 07/21/23 | | Senior | | | 5,051,317 | | | | 5,571,827 | |
CD&R Firefly Bidco Limited +, a | Cash 4.50% + L^^^ | | | 08/31/18 | | | | 06/23/25 | | Senior | | | 5,199,152 | | | | 5,026,378 | |
CD&R Firefly Bidco Limited +, a | Cash 7.75% + L^^^ | | | 06/21/18 | | | | 06/18/26 | | Second Lien | | | 26,191,610 | | | | 24,937,266 | |
Compass IV Limited +, a | Cash 4.50% + E### | | | 07/06/18 | | | | 05/09/25 | | Senior | | | 341,033 | | | | 208,672 | |
CTC AcquiCo GmbH +, a | Cash 3.00% + E## | | | 03/29/18 | | | | 03/07/25 | | Senior | | | 3,608,360 | | | | 3,129,324 | |
EG America LLC +, a | Cash 4.00% + L^ | | | 05/22/18 | | | | 02/07/25 | | Senior | | | 3,890,041 | | | | 3,844,665 | |
EG Finco Limited +, a | Cash 4.00% + E^^ | | | 06/20/18 | | | | 02/07/25 | | Senior | | | 1,908,841 | | | | 1,728,760 | |
EG Finco Limited +, a | Cash 8.00% + L (1.00% Floor)^^^ | | | 05/23/18 | | | | 04/20/26 | | Second Lien | | | 1,915,044 | | | | 1,885,079 | |
Evergood 4 ApS +, a | Cash 3.25% + E## | | | 02/23/18 | | | | 02/06/25 | | Senior | | | 6,249,672 | | | | 5,511,555 | |
Fugue Finance B.V. +, a | Cash 3.25% + E## | | | 06/11/20 | | | | 08/30/24 | | Senior | | | 1,299,487 | | | | 1,245,560 | |
Genesis Specialist Care Finance UK Limited +, a | Cash 5.00% + L (1.00% Floor)^^^ | | | 03/05/20 | | | | 03/05/27 | | Senior | | | 2,189,000 | | | | 2,145,220 | |
Grupo Iberica de Congelados, SA +, a | Cash 7.00% + E## | | | 06/28/19 | | | | 11/28/24 | | Senior | | | 1,127,363 | | | | 972,353 | |
ION Trading Finance Limited +, a | Cash 4.00% + L (1.00% Floor)^^ | | | 10/03/18 | | | | 11/21/24 | | Senior | | | 4,886,275 | | | | 4,815,692 | |
IWH UK Midco Limited +, a | Cash 4.00% + E### | | | 02/28/18 | | | | 11/28/24 | | Senior | | | 5,886,679 | | | | 5,341,798 | |
Kiwi VFS Sub II S.a.r.l. +, a | Cash 3.25% + E## | | | 08/21/18 | | | | 07/29/24 | | Senior | | | 1,151,803 | | | | 1,031,647 | |
Lary 4 AB +, a | Cash 3.00% + E# | | | 08/09/16 | | | | 07/20/23 | | Senior | | | 10,137,883 | | | | 10,401,881 | |
Matador Bidco S.a r.l. +, a | Cash 4.75% + L^^ | | | 11/12/19 | | | | 10/15/26 | | Senior | | | 2,487,500 | | | | 2,427,800 | |
Mehiläinen Yhtiöt Oy +, a | Cash 4.25% + E## | | | 09/10/18 | | | | 08/11/25 | | Senior | | | 1,508,647 | | | | 1,506,785 | |
Nomad Foods Lux S.a.r.l. +, a | Cash 2.25% + L^ | | | 07/02/18 | | | | 05/15/24 | | Senior | | | 1,567,498 | | | | 1,533,209 | |
Nouryon Finance B.V. +, a | Cash 3.25% + L^ | | | 11/14/18 | | | | 10/01/25 | | Senior | | | 2,303,162 | | | | 2,237,361 | |
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 | | | 22,956,758 | | | | 26,522,707 | |
PI UK Holdco II Limited +, a | Cash 3.50% + L (1.00% Floor)^ | | | 02/15/18 | | | | 01/03/25 | | Senior | | | 4,310,554 | | | | 4,214,042 | |
Rouge Beachhouse B.V. +, a | Cash 3.75% + E## | | | 10/15/18 | | | | 07/25/25 | | Senior | | | 579,174 | | | | 581,271 | |
Sapphire Bidco B.V. +, a | Cash 3.25% + E## | | | 05/25/18 | | | | 05/05/25 | | Senior | | | 5,827,475 | | | | 5,680,486 | |
Sigma Bidco B.V. +, a | Cash 3.50% + E# | | | 08/03/18 | | | | 07/02/25 | | Senior | | | 4,786,053 | | | | 4,568,360 | |
Sunshine Luxembourg VII Sarl +, a | Cash 4.25% + L (1.00% Floor)^^ | | | 10/22/19 | | | | 10/01/26 | | Senior | | | 1,488,750 | | | | 1,482,423 | |
Tahoe Subco 1 Ltd. +, a | Cash 3.50% + L (1.00% Floor)^^ | | | 03/20/18 | | | | 06/13/24 | | Senior | | | 2,769,049 | | | | 2,601,118 | |
TDC A/S +, a | Cash 3.00% + E# | | | 10/22/18 | | | | 06/04/25 | | Senior | | | 1,506,866 | | | | 1,507,000 | |
Virgin Media Bristol, LLC +, a | Cash 2.50% + L^ | | | 02/07/18 | | | | 01/31/28 | | Senior | | | 5,486,250 | | | | 5,351,445 | |
Zacapa S.a.r.l. +, a | Cash 5.00% + L (0.75% Floor)^^ | | | 07/31/18 | | | | 07/02/25 | | Senior | | | 1,764,000 | | | | 1,756,291 | |
Ziggo Financing Partnership +, a | Cash 2.50% + L^^ | | | 02/27/20 | | | | 04/30/28 | | Senior | | | 2,500,000 | | | | 2,413,450 | |
Total Western Europe (3.04%) | | | | | | | | | | | | | | | | 191,501,692 | |
Total Direct Debt (13.35%) | | | | | | | | | | | | | | | | $ | 842,084,865 | |
| | | | | | | | | | | | | | | | | | |
Total Direct Investments (67.17%) | | | | | | | | | | | | | | | | $ | 4,235,917,312 | |
Private Equity Investments (continued) Secondary Investments *, d (7.96%) | | Acquisition Date | | | Fair Value | |
Asia - Pacific (0.02%) |
Baring Asia Private Equity Fund IV, L.P. +, a | | | 11/24/09 | | | $ | 7,719 | |
Carlyle Japan International Partners II, L.P. +, a | | | 09/30/13 | | | | 92,178 | |
CVC Capital Partners Asia Pacific III, L.P. +, a | | | 01/11/13 | | | | 347,434 | |
TRG Growth Partnership (Offshore) II, L.P. +, a | | | 08/02/10 | | | | 99,600 | |
TRG Growth Partnership (Offshore), L.P. +, a | | | 08/02/10 | | | | 6,480 | |
TRG Growth Partnership II, L.P. +, a | | | 07/08/10 | | | | 290,601 | |
Total Asia - Pacific (0.02%) | | | | | | | 844,012 | |
The accompanying notes are an integral part of these Consolidated Financial Statements.
8
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Consolidated Schedule of Investments –
September 30, 2020 (Unaudited) (continued)
Private Equity Investments (continued) Secondary Investments *, d (continued) | | Acquisition Date | | | Fair Value | |
North America (7.30%) |
Apollo Investment Fund IX, L.P +, a | | | 06/01/17 | | | $ | 8,003,601 | |
Apollo Investment Fund VII, L.P. +, a | | | 07/01/10 | | | | 173,349 | |
Apollo Overseas Partners (Delaware) VII, L.P. +, a | | | 10/01/09 | | | | 66,730 | |
Ares PE Extended Value Fund, L.P. +, a | | | 11/14/19 | | | | 29,548,107 | |
Bain Capital Fund VIII, L.P. +, a | | | 12/31/15 | | | | 1,200 | |
Bain Capital Fund X, L.P. +, a | | | 06/30/11 | | | | 5,918,138 | |
Bain Capital IX Co-Investment Fund, L.P. +, a | | | 12/31/15 | | | | 20,130 | |
Bain Capital Partners IX, L.P. +, a | | | 12/31/15 | | | | 177,259 | |
Bain Capital VIII Co-Investment Fund, L.P. +, a | | | 12/31/15 | | | | 409 | |
Bertram Growth Capital II-A, L.P. +, a | | | 09/30/15 | | | | 780,660 | |
Clayton, Dubilier & Rice Fund VIII, L.P. +, a | | | 03/29/12 | | | | 2,503,541 | |
DST Opportunities Access Offshore LP +, a | | | 09/30/20 | | | | 11,825,493 | |
Frazier Healthcare VI, L.P. +, a | | | 06/30/12 | | | | 204,674 | |
FS Equity Partners V, L.P. +, a | | | 08/07/12 | | | | 1,287,150 | |
Genstar Capital Partners V, L.P. +, a | | | 09/30/15 | | | | 96,130 | |
Gridiron Energy Feeder I, L.P. +, a, c | | | 05/15/17 | | | | 34,128,750 | |
Gryphon Partners 3.5, L.P. +, a | | | 05/21/13 | | | | 1,230,315 | |
Gryphon Partners IV L.P. +, a | | | 02/08/16 | | | | 33,827,996 | |
H.I.G. Bayside Debt & LBO Fund II, L.P. +, a | | | 12/30/10 | | | | 361,002 | |
Harvest Partners V, L.P. +, a | | | 09/30/11 | | | | 3,092 | |
Harvest Partners VII, L.P. +, a | | | 12/14/15 | | | | 10,605,475 | |
Hellman & Friedman Capital Partners VI, L.P. +, a | | | 12/31/12 | | | | 111,687 | |
Hellman & Friedman Capital Partners VII, L.P. +, a | | | 06/30/14 | | | | 3,437,782 | |
Highstar Capital III Prism Fund, L.P. +, a | | | 07/01/10 | | | | 15,418 | |
Insight Venture Partners Continuation Fund, L.P. +, a | | | 09/09/19 | | | | 47,312,774 | |
Investcorp Private Equity 2007 Fund, L.P. +, a | | | 03/31/11 | | | | 15,693 | |
Investcorp Technology Partners III (Cayman), L.P. +, a | | | 08/19/11 | | | | 10,917 | |
Irving Place Capital Investors II, L.P. +, a | | | 03/22/10 | | | | 1,553 | |
Lee Equity Partners II, L.P. +, a | | | 06/30/17 | | | | 4,176,576 | |
Lee Equity Partners Realization Fund, L.P. +, a | | | 06/30/17 | | | | 18,139,174 | |
Lightyear Fund II, L.P. +, a | | | 09/30/13 | | | | 440,227 | |
Madison Dearborn Capital Partners V, L.P. +, a | | | 01/03/12 | | | | 112,314 | |
MidOcean Partners III, L.P. +, a | | | 06/30/11 | | | | 475,550 | |
Monomoy Capital Partners II, L.P. +, a | | | 09/30/15 | | | | 1,094,788 | |
Northgate Growth Fund, L.P. +, a | | | 12/20/19 | | | | 405,611 | |
NVP VIII PG, L.P. +, a | | | 05/31/19 | | | | 28,550,201 | |
Oak Investment Partners XII, L.P. +, a | | | 06/28/12 | | | | 362,657 | |
Palladium Equity Partners III, L.P. +, a | | | 08/02/10 | | | | 10,708 | |
Pamlico Capital GP II, LLC +, a | | | 03/31/14 | | | | 3,497 | |
Pamlico Capital II, L.P. +, a | | | 03/31/14 | | | | 29,493 | |
Providence Equity Partners IV, L.P. +, a | | | 06/30/11 | | | | 665 | |
Providence Equity Partners V, L.P. +, a | | | 06/30/11 | | | | 16,581 | |
Providence Equity Partners VI-A, L.P. +, a | | | 06/30/13 | | | | 7,401,165 | |
Providence Equity Partners VII-A, L.P. +, a | | | 06/30/13 | | | | 1,675,901 | |
Revelstoke Single Asset Fund I, L.P. +, a | | | 11/20/19 | | | | 50,669,774 | |
Silver Lake Partners II, L.P. +, a | | | 06/30/14 | | | | 1,056 | |
Silver Lake Partners III, L.P. +, a | | | 06/30/10 | | | | 1,551,316 | |
Silver Lake Partners V, L.P. +, a | | | 03/31/17 | | | | 55,546,014 | |
Silver Lake Sumeru Fund, L.P. +, a | | | 12/18/09 | | | | 104,749 | |
SL SPV-1, L.P. +, a | | | 12/01/17 | | | | 15,964,428 | |
SL SPV-2, L.P. +, a | | | 05/01/19 | | | | 6,803,362 | |
Sun Capital Partners V, L.P. +, a, c | | | 09/30/13 | | | | 5,204,826 | |
TA Atlantic & Pacific VI, L.P. +, a | | | 09/30/15 | | | | 191,928 | |
TA X, L.P. +, a | | | 09/30/15 | | | | 368 | |
TA XI, L.P. +, a | | | 09/30/15 | | | | 4,479,549 | |
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 –
September 30, 2020 (Unaudited) (continued)
Private Equity Investments (continued) Secondary Investments *, d (continued) | | Acquisition Date | | | Fair Value | |
North America (continued) |
TCV VI, L.P. +, a | | | 09/30/13 | | | $ | 213,767 | |
TCV VII (A), L.P. +, a | | | 09/30/13 | | | | 4,555,000 | |
TorQuest Partners Fund (U.S.) II, L.P. +, a | | | 09/30/15 | | | | 132,812 | |
TPG Partners V, L.P. +, a | | | 07/11/11 | | | | 41,325 | |
TPG Partners VI, L.P. +, a | | | 07/01/10 | | | | 4,197,676 | |
Tudor Ventures III, L.P. +, a | | | 12/31/12 | | | | 177,252 | |
Vistria Fund III, LP +, a | | | 06/19/19 | | | | 60,263 | |
Warburg Pincus Private Equity X, L.P. +, a | | | 09/28/12 | | | | 1,401,722 | |
Welsh, Carson, Anderson & Stowe XII, L.P. +, a | | | 12/31/18 | | | | 54,496,114 | |
Total North America (7.30%) | | | | | | | 460,357,434 | |
| | | | | | | | |
Western Europe (0.64%) |
3i Eurofund Vb, L.P. +, a | | | 09/30/09 | | | | 123,403 | |
3i Growth Capital B, L.P. +, a | | | 10/01/14 | | | | 65,628 | |
Abingworth Bioventures III, L.P. +, a | | | 09/30/15 | | | | 2,946 | |
Abingworth Bioventures V Co-Investment Growth Equity Fund, L.P. +, a | | | 06/30/12 | | | | 253,015 | |
Abingworth Bioventures V, L.P. +, a | | | 06/30/12 | | | | 272,154 | |
Advent International GPE VI, L.P. +, a | | | 09/30/10 | | | | 633,969 | |
Apax Europe VI - A, L.P. +, a | | | 07/01/11 | | | | 117,076 | |
Apax Europe VII - B, L.P. +, a | | | 04/30/11 | | | | 5,089 | |
Astorg V FCPR +, a | | | 09/30/15 | | | | 1,611,592 | |
Astorg VI, FCPI +, a, c | | | 06/30/16 | | | | 11,572,492 | |
BC European Capital IX, L.P. +, a | | | 09/30/14 | | | | 4,957,218 | |
Carlyle Europe Partners II, L.P. +, a | | | 12/28/12 | | | | 29,737 | |
Carlyle Europe Partners III, L.P. +, a | | | 12/28/12 | | | | 1,071,235 | |
CCP IX L.P. No.2 +, a | | | 09/30/14 | | | | 813,155 | |
CVC European Equity Partners V, L.P. +, a | | | 12/28/12 | | | | 558,551 | |
ESP Golden Bear Europe Fund +, a | | | 12/31/16 | | | | 11,835,824 | |
Galileo III FCPR +, a | | | 09/30/15 | | | | 32,725 | |
Graphite Capital Partners VII Top-Up +, a | | | 09/30/15 | | | | 71,835 | |
Graphite Capital Partners VII, L.P. +, a | | | 09/30/15 | | | | 311,171 | |
Indigo Capital V, L.P. +, a | | | 09/30/15 | | | | 104,653 | |
Industri Kapital 2000, L.P. +, a | | | 09/30/15 | | | | 1,437 | |
Italian Private Equity Fund IV, L.P. +, a | | | 01/29/16 | | | | 15,072 | |
KKR European Fund III, L.P. +, a | | | 11/01/10 | | | | 345,425 | |
Montagu III, L.P. +, a | | | 12/09/09 | | | | 1 | |
PAI Europe V +, a | | | 09/30/14 | | | | 45,858 | |
Permira Europe II, L.P. +, a | | | 11/29/13 | | | | 19,415 | |
Permira Europe III, L.P. +, a | | | 09/30/13 | | | | 31,637 | |
Permira IV, L.P. +, a | | | 09/30/13 | | | | 3,374,912 | |
Riverside Europe Fund IV, L.P. +, a | | | 09/30/14 | | | | 1,202,391 | |
Terra Firma Capital Partners III, L.P. +, a | | | 09/30/13 | | | | 1,047,299 | |
Total Western Europe (0.64%) | | | | | | | 40,526,915 | |
Total Secondary Investments (7.96%) | | | | | | $ | 501,728,361 | |
Private Equity Investments (continued) Primary Investments *, d (13.11%) | | Acquisition Date | | | Fair Value | |
Asia - Pacific (1.32%) |
Baring Asia Private Equity Fund V, L.P. +, a | | | 12/01/10 | | | $ | 3,722,009 | |
BGH Capital Fund I +, a | | | 03/01/18 | | | | 1,788,784 | |
CPEChina Fund III, L.P. +, a | | | 03/28/18 | | | | 17,433,682 | |
Hony Capital Fund VIII, L.P. +, a | | | 10/30/15 | | | | 7,856,869 | |
Hony Capital Partners V, L.P. +, a, c | | | 12/15/11 | | | | 6,255,998 | |
J-STAR No.4-C, L.P. +, a | | | 08/02/19 | | | | 6,016,821 | |
The accompanying notes are an integral part of these Consolidated Financial Statements.
10
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Consolidated Schedule of Investments –
September 30, 2020 (Unaudited) (continued)
Private Equity Investments (continued) Primary Investments *, d (continued) | | Acquisition Date | | | Fair Value | |
Asia - Pacific (continued) |
KKR Asian Fund IV SCSp +, a, f | | | 05/29/20 | | | $ | — | |
Primavera Capital Fund III L.P. +, a | | | 05/09/18 | | | | 8,465,634 | |
Southern Capital Fund IV L.P. +, a | | | 01/26/18 | | | | 2,034,893 | |
The Baring Asia Private Equity Fund VII, L.P. +, a | | | 07/10/18 | | | | 5,107,671 | |
TPG Asia VII (B), L.P. +, a | | | 12/07/18 | | | | 10,344,996 | |
Trustbridge Partners VI, L.P. +, a | | | 04/12/18 | | | | 14,119,748 | |
Total Asia - Pacific (1.32%) | | | | | | | 83,147,105 | |
| | | | | | | | |
North America (7.73%) |
Advent Global Technology, L.P. +, a | | | 06/25/19 | | | | 873,996 | |
AEA Investors Fund VII L.P. +, a | | | 02/08/19 | | | | 626,121 | |
American Industrial Partners Capital Fund VII, L.P. +, a, c | | | 03/29/19 | | | | 758,140 | |
Apollo Investment Fund VIII, L.P. +, a | | | 06/28/13 | | | | 7,283,771 | |
Ares Corporate Opportunities Fund IV, L.P. +, a | | | 04/19/12 | | | | 6,660,197 | |
Ares Corporate Opportunities Fund V, L.P. +, a | | | 12/28/15 | | | | 6,689,398 | |
Ares Corporate Opportunities Fund VI, L.P. +, a, f | | | 06/02/20 | | | | — | |
Avista Capital Partners II, L.P. +, a | | | 03/15/10 | | | | 81,589 | |
Avista Capital Partners III, L.P. +, a | | | 10/03/11 | | | | 89,679 | |
Bain Capital Fund XII, L.P. +, a | | | 06/30/17 | | | | 9,995,471 | |
Bain Capital Fund XIII, L.P. +, a, f | | | 08/07/20 | | | | — | |
Berkshire Fund IX, L.P. +, a | | | 03/18/16 | | | | 7,968,123 | |
Caltius Partners V-A, L.P. +, a | | | 12/02/14 | | | | 5,900,254 | |
Carlyle Partners VII, L.P. +, a | | | 11/29/17 | | | | 17,641,356 | |
Clayton Dubilier & Rice Fund IX, L.P. +, a | | | 07/31/13 | | | | 7,657,844 | |
Clayton, Dubilier & Rice Fund XI, L.P. +, a, f | | | 05/15/20 | | | | — | |
Clearlake Capital Partners V, L.P. +, a | | | 12/15/17 | | | | 31,699,818 | |
Clearlake Capital Partners VI, L.P. +, a | | | 12/15/19 | | | | 2,178,315 | |
Crescent Mezzanine Partners VI, L.P. +, a | | | 03/30/12 | | | | 1,354,135 | |
Genstar Capital Partners IX, L.P. +, a, c | | | 02/21/19 | | | | 6,707,877 | |
Genstar Capital Partners VI, L.P. +, a | | | 09/01/12 | | | | 3,505,937 | |
Genstar Capital Partners VII, L.P. +, a | | | 06/26/15 | | | | 10,042,784 | |
Genstar Capital Partners VIII, L.P. +, a | | | 03/23/17 | | | | 25,788,143 | |
GoldPoint Mezzanine Partners IV, L.P. +, a | | | 12/30/15 | | | | 10,221,072 | |
Green Equity Investors Side VIII, L.P. +, a, f | | | 10/18/19 | | | | — | |
Gryphon Partners V, L.P. +, a | | | 02/23/18 | | | | 7,655,546 | |
Harvest Partners VIII, L.P. +, a | | | 12/19/18 | | | | 8,381,843 | |
Insight Venture Partners X, L.P. +, a | | | 07/06/18 | | | | 10,087,383 | |
Insight Venture Partners XI, L.P. +, a | | | 12/17/19 | | | | 1,479,647 | |
KKR Americas Fund XII L.P. +, a | | | 01/31/18 | | | | 15,341,269 | |
KKR North America Fund XI, L.P. +, a | | | 02/01/12 | | | | 8,536,640 | |
Kleiner Perkins Caufield & Byers XIX LLC +, a | | | 03/05/20 | | | | 1,819,977 | |
Kohlberg TE Investors IX, L.P. +, a | | | 12/20/19 | | | | — | |
Kohlberg TE Investors VII, L.P. +, a | | | 09/15/11 | | | | 3,672,033 | |
Kohlberg TE Investors VIII, L.P. +, a | | | 08/04/16 | | | | 20,505,605 | |
Lee Equity Partners Realization Fund Captive AIV, L.P. +, a, f | | | 05/31/19 | | | | — | |
Leeds Equity Partners VI, L.P. +, a | | | 11/25/16 | | | | 15,650,433 | |
Lerer Hippeau Select Fund III, LP +, a | | | 12/20/19 | | | | 1,539,235 | |
Lerer Hippeau VII, LP +, a | | | 12/20/19 | | | | 393,418 | |
Madison Dearborn Capital Partners VIII, L.P. +, a | | | 03/20/20 | | | | 32,972 | |
Nautic Partners IX-A, L.P. +, a | | | 03/12/19 | | | | 1,535,012 | |
Nautic Partners VII-A, L.P. +, a | | | 06/27/14 | | | | 2,317,212 | |
New Enterprise Associates 14, L.P. +, a | | | 05/04/12 | | | | 5,702,585 | |
New Enterprise Associates 17, L.P. +, a | | | 06/06/19 | | | | 3,172,444 | |
New Mountain Capital V, L.P. +, a | | | 06/29/17 | | | | 25,957,673 | |
NexPhase Capital Fund III-A, LP +, a | | | 09/01/16 | | | | 23,744,409 | |
The accompanying notes are an integral part of these Consolidated Financial Statements.
11
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Consolidated Schedule of Investments –
September 30, 2020 (Unaudited) (continued)
Private Equity Investments (continued) Primary Investments *, d (continued) | | Acquisition Date | | | Fair Value | |
North America (continued) |
Oak Hill Capital Partners IV, L.P. +, a | | | 04/28/17 | | | $ | 23,147,836 | |
Oak Hill Capital Partners V, L.P. +, a | | | 12/21/18 | | | | 1,994,370 | |
Pamlico Capital V, L.P. +, a, f | | | 02/03/20 | | | | — | |
PennantPark Credit Opportunities Fund II, L.P. +, a | | | 08/03/12 | | | | 9,352,458 | |
Silver Lake Partners IV, L.P. +, a | | | 07/30/12 | | | | 13,452,085 | |
Silver Lake Partners VI, L.P. +, a, f | | | 06/04/20 | | | | — | |
Sumeru Equity Partners Fund, L.P. +, a | | | 04/27/15 | | | | 4,707,067 | |
TA XIII-B, L.P. +, a | | | 05/02/19 | | | | 6,032,496 | |
TCV X, L.P. +, a | | | 08/31/18 | | | | 6,911,544 | |
Thompson Street Capital Partners IV, L.P. +, a | | | 12/10/15 | | | | 9,888,498 | |
Thompson Street Capital Partners V, L.P. +, a | | | 05/04/18 | | | | 3,937,932 | |
TPG Partners VII, L.P. +, a | | | 03/01/16 | | | | 12,733,602 | |
TPG Partners VIII, L.P. +, a | | | 01/31/19 | | | | 1,014,648 | |
Trident VII, L.P. +, a | | | 09/22/16 | | | | 23,801,459 | |
Trident VIII, L.P. +, a | | | 04/05/19 | | | | 3,194,960 | |
Vista Equity Partners Fund VII, L.P. +, a | | | 08/31/18 | | | | 6,878,358 | |
Vistria Fund II, L.P. +, a, c | | | 12/19/17 | | | | 10,127,345 | |
Vistria Fund III, LP +, a | | | 06/19/19 | | | | 60,263 | |
Warburg Pincus Global Growth, L.P. +, a | | | 11/20/18 | | | | 2,855,527 | |
Welsh, Carson, Anderson & Stowe XII, L.P. +, a | | | 12/19/14 | | | | 13,874,556 | |
Welsh, Carson, Anderson & Stowe XIII, L.P. +, a | | | 07/25/18 | | | | 2,936,035 | |
Windjammer Senior Equity Fund IV, L.P. +, a | | | 02/06/13 | | | | 9,120,389 | |
Total North America (7.73%) | | | | | | | 487,270,784 | |
| | | | | | | | |
Rest of World (0.50%) |
Advent Latin American Private Equity Fund VI-H L.P. +, a | | | 10/17/14 | | | | 7,204,860 | |
Altra Private Equity Fund II, L.P. +, a | | | 12/07/12 | | | | 2,026,539 | |
Patria - Brazilian Private Equity Fund IV, L.P. +, a | | | 06/30/11 | | | | 5,132,005 | |
Polish Enterprise Fund VIII, L.P. +, a | | | 09/15/17 | | | | 17,358,588 | |
Total Rest of World (0.50%) | | | | | | | 31,721,992 | |
| | | | | | | | |
Western Europe (3.56%) |
Advent International GPE IX-C, L.P. +, a | | | 05/31/19 | | | | 8,895,366 | |
Advent International GPE VII-B, L.P. +, a | | | 07/01/12 | | | | 9,263,518 | |
Advent International GPE VIII-C, L.P +, a | | | 03/22/16 | | | | 12,722,893 | |
Apax X USD L.P. +, a | | | 07/16/19 | | | | — | |
Axcel VI K/S +, a, f | | | 02/21/20 | | | | — | |
Bain Capital Europe Fund IV, L.P. +, a | | | 09/01/14 | | | | 6,287,451 | |
CapVest Equity Partners III B, L.P. +, a | | | 08/30/13 | | | | 19,239,293 | |
Capvis Equity V L.P. +, a | | | 01/17/18 | | | | 11,038,574 | |
Carlyle Europe Partners IV, L.P. +, a | | | 08/27/13 | | | | 1,363,036 | |
Carlyle Europe Partners V, L.P. +, a | | | 04/23/18 | | | | 1,968,748 | |
CVC Capital Partners VI (A) L.P. +, a | | | 07/05/13 | | | | 8,639,705 | |
CVC Capital Partners VIII, L.P. +, a, f | | | 06/19/20 | | | | — | |
DPE Deutschland IV +, a, f | | | 08/24/20 | | | | — | |
EQT IX, L.P. (USD) +, a, f | | | 05/15/20 | | | | — | |
EQT Mid-Market (No.1) Feeder L.P. +, a | | | 07/01/16 | | | | 19,868,509 | |
EQT VI (No.1), L.P. +, a, c | | | 07/01/11 | | | | 1,406,884 | |
Gilde Buy-Out Fund VI C.V. +, a | | | 06/28/19 | | | | 1,845,242 | |
Graphite Capital Partners IX L.P. +, a | | | 04/11/18 | | | | 3,449,921 | |
Hg Saturn I L.P. +, a, c | | | 06/28/18 | | | | 18,995,707 | |
HgCapital 8 L.P. +, a, c | | | 12/19/16 | | | | 10,291,623 | |
HgCapital Mercury 2 +, a | | | 02/15/17 | | | | 12,382,394 | |
Index Ventures Growth III (Jersey) L.P. +, a | | | 03/18/15 | | | | 20,675,627 | |
KKR European Fund V (EUR) SCSp +, a | | | 11/05/18 | | | | 9,758,634 | |
The accompanying notes are an integral part of these Consolidated Financial Statements.
12
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Consolidated Schedule of Investments –
September 30, 2020 (Unaudited) (continued)
Private Equity Investments (continued) Primary Investments *, d (continued) | | Acquisition Date | | | Fair Value | |
Western Europe (continued) |
Livingbridge 7 LP +, a, f | | | 09/04/20 | | | $ | — | |
Nordic Capital IX, L.P. +, a | | | 07/18/17 | | | | 22,534,275 | |
Nordic Capital X, L.P. +, a, f | | | 09/30/20 | | | | — | |
PAI Europe VI-1, L.P. +, a | | | 03/12/15 | | | | 7,975,667 | |
Permira VII L.P. +, a | | | 06/21/19 | | | | 5,001,747 | |
Sixth Cinven Fund (No.3) L.P. +, a | | | 05/01/16 | | | | 7,590,133 | |
The Seventh Cinven Fund, L.P. +, a, c | | | 04/16/19 | | | | 3,114,094 | |
Total Western Europe (3.56%) | | | | | | | 224,309,041 | |
| | | | | | | | |
Total Primary Investments (13.11%) | | | | | | $ | 826,448,922 | |
| | | | | | | | |
Total Private Equity Investments (Cost $4,288,910,184)(88.24%) | | | | | | $ | 5,564,094,595 | |
| | | | | | | | |
Total Investments (Cost $4,415,652,400)(90.49%) | | | | | | | 5,706,299,330 | |
| | | | | | | | |
Other Assets in Excess of Liabilities (9.51%) | | | | | | | 599,677,330 | |
| | | | | | | | |
Net Assets (100.00%) | | | | | | $ | 6,305,976,660 | |
* | 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 below for further details 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 September 30, 2020 was 0.15%. |
^^ | The interest rate on these loans is subject to the greater of a LIBOR floor or 3 month LIBOR plus a base rate. The 3 month LIBOR as of September 30, 2020 was 0.23%. |
^^^ | The interest rate on these loans is subject to the greater of a LIBOR floor or 6 month LIBOR plus a base rate. The 6 month LIBOR as of September 30, 2020 was 0.26%. |
^^^^ | 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 September 30, 2020 was 0.36%. |
# | As of September 30, 2020, 1 month EURIBOR was -0.53%. |
## | As of September 30, 2020, 3 month EURIBOR was -0.50%. |
### | As of September 30, 2020, 6 month EURIBOR was -0.48%. |
+ | The fair value of the investment was determined using significant unobservable inputs. |
† | As of September 30, 2020, 1 month Bank Bill Swap Rate was 0.09%. |
†† | As of September 30, 2020, 3 month Bank Bill Swap Rate was 0.09%. |
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 Schedule of Investments. Total fair value of restricted investments as of September 30, 2020 was $5,564,094,595, or 88.24% of net assets. As of September 30, 2020, the aggregate cost of each investment restricted to resale was $22,178,085, $10,621,500, $102,112, $27,897,888, $38,102,078, $2,204,592, $14,353,176, $1,616,313, $404,078, $3,600,295, $2,630,127, $20,000,000, $73,500,000, $1,823,114, $11,478,466, $24,251,392, $11,393,287, $10,085, $1,226,349, $11,587,190, $36,322,746, $35,274,427, $4,168,272, $17,127,003, $27,234,802, $2,887,500, $8,571,126, $100,000,000, $11,905,932, $38,637,768, $100,087,057, $56,985,983, $35,134,908, $3,457,439, $82,017,309, $87,093, $1,048,187, $9,135,720, $2,628,131, $78,329,340, $317,827, $172,633, $37,921,967, $5,000,000, $2,899,729, $473,334, $23,178,823, $78,652,850, $45,161,442, $32,102,865, $15,456,093, $6,739,319, $1,095,000, $52,454,049, $39,287,856, $2,817,098, $28,417,946, $54,969,200, $14,872,000, $81,002,756, $4,632,829, |
The accompanying notes are an integral part of these Consolidated Financial Statements.
13
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Consolidated Schedule of Investments –
September 30, 2020 (Unaudited) (continued)
$9,757,979, $26,854,553, $6,939,071, $17,510,132, $69,246,328, $9,516,085, $2,715,998, $3,792,769, $27,377,030, $89,101,353, $114,301, $86,113,676, $378,368, $21,901,395, $27,818,080, $14,672,982, $53,940,376, $88,276,348, $10,685,164, $963,071, $18,777,316, $1,045,423, $3,833,799, $3,081,671, $393,923, $662,069, $288,509, $9,986,563, $92,759,254, $21,615,986, $48,949,162, $17,052,864, $17,052,864, $3,373,262, $11,094,869, $25,888,028, $7,793, $1,063,586, $6,274,935, $23,873,383, $18,798,388, $1, $21,761,270, $36,261,531, $2,418,089, $12,156,155, $6,900,050, $12,811,375, $7,983,231, $31,876,902, $1,281,878, $4,790,574, $1,470,951, $1,081,429, $1,091,958, $17,063,327, $1,414,092, $1,183,353, $1,273,506, $1,065,160, $1,701,450, $68,009,081, $2,422,617, $4,390,457, $1,365,075, $2,463,522, $20,335,000, $986,307, $1,464,468, $5,827,328, $994,432, $8,195,934, $3,074,698, $9,900,000, $980,659, $1,458,309, $981,901, $483,315, $1,618,781, $1,671,769, $2,858,832, $27,373,197, $0, $1,226,651, $1,495,797, $1,955,973, $1,489,202, $988,083, $1,343,929, $1,998,522, $1,748,244, $985,706, $28,373,694, $1,207,373, $2,941,929, $35,500,782, $22,218,861, $2,938,542, $976,752, $1,949,140, $1,825,514, $1,871,873, $973,714, $3,063,909, $4,285,814, $2,925,539, $1,370,656, $945,083, $1,269,098, $955,440, $996,250, $1,271,484, $4,055,745, $1,345,111, $2,925,689, $17,032,944, $1,396,500, $976,325, $489,547, $3,357,943, $1,287,274, $1,376,197, $5,233,549, $1,081,396, $997,502, $1,388,562, $2,250,754, $21,816,000, $1,434,658, $963,598, $1,475,350, $6,937,822, $2,133,964, $1,178,183, $1,870,183, $3,704,375, $1,675,865, $9,451,008, $1,147,025, $1,965,828, $4,698,283, $336,513, $1,472,198, $394,000, $1,426,535, $1,139,990, $1,772,725, $14,088,486, $3,065,779, $1,374,434, $1,891,661, $1,666,634, $2,896,181, $490,325, $1,668,014, $985,659, $2,904,087, $988,080, $980,000, $33,503, $3,162,230, $24,863,795, $733,668, $1,362,531, $2,253,581, $3,425,208, $1,284,521, $1,080,945, $2,394,228, $985,389, $45,592,921, $985,114, $3,666,704, $4,602,141, $3,921,354, $1,990,000, $3,516,098, $2,951,573, $2,878,753, $20,213,847, $2,294,480, $12,454,638, $1,881,707, $2,239,043, $4,507,904, $2,761,095, $35,724,947, $977,632, $1,677,395, $5,099,008, $5,180,083, $26,309,141, $229,727, $3,425,793, $3,896,521, $1,793,225, $1,930,895, $5,931,239, $1,242,416, $2,156,862, $1,003,945, $4,877,577, $5,896,580, $1,140,273, $10,137,882, $2,465,275, $1,503,170, $1,564,983, $2,294,443, $23,879,699, $4,344,216, $579,174, $5,827,475, $4,619,675, $1,482,157, $2,771,423, $1,498,345, $5,490,369, $1,751,034, $2,500,000, $10,380, $131,175, $1,460,696, $146,326, $53,395, $533,034, $8,507,329, $383,447, $40,591, $29,328,640, $40,325, $451,287, $85,578, $320,338, $598, $1, $2, $9,887,395, $1, $1,158,141, $1, $25,698,025, $1, $19,492,045, $1, $1, $9,145,379, $2, $1, $162,146, $42,434,199, $1, $1, $39,077, $3,582,270, $7,549,716, $4,361,621, $3, $1, $804,143, $417,000, $26,037,124, $1,203,518, $1, $1, $1, $8, $428,308, $7,636,564, $26,556, $40,745,839, $1, $4, $37,381,191, $1, $11,937,910, $4,664,016, $19,793,748, $16,342, $88,657, $1, $16,235, $1, $971,240, $1,104,283, $2,810,900, $803,341, $212,537, $1, $33,450,108, $3, $1, $1, $922,532, $115,347, $38,325, $182,963, $332,524, $855,591, $8,204,291, $854,298, $107,727, $3,062,954, $3,322,997, $1, $1, $1, $57,806, $310,333, $181,332, $1, $1, $851, $229, $91,741, $101,953, $390,786, $3,054,170, $823,313, $1, $2,279,646, $2,827,305, $13,867,435, $8,792,949, $7,966,917, $6,506,641, $0, $7,484,962, $2,446,085, $4,631,703, $10,571,825, $10,035,942, $913,899, $654,005, $900,677, $4,552,280, $349,310, $7,959,656, $0, $219,478, $1,503,503, $10,824,416, $0, $6,674,337, $4,479,945, $19,487,246, $2,953,581, $0, $18,274,054, $2,178,315, $508,848, $6,303,371, $12,485, $3,322,688, $17,592,621, $8,325,986, $0, $6,968,431, $8,475,154, $7,051,451, $1,399,519, $13,760,084, $790,431, $1,890,000, $1, $39,978, $19,597,908, $0, $13,452,820, $1,575,000, $450,000, $1, $1,629,739, $1, $382,229, $2,913,750, $22,364,541, $15,690,328, $19,253,555, $3,154,875, $0, $5,529,003, $4,289,910, $0, $755,486, $6,000,000, $5,609,000, $5,733,327, $4,274,098, $8,737,816, $1,330,476, $18,344,898, $3,214,711, $6,962,084, $9,213,244, $212,537, $3,030,000, $4,761,713, $3,784,316, $4,382,859, $6,121,153, $2,814,520, $4,309,864, $18,865,653, $7,931,251, $900,966, $9,569,999, $1, $0, $3,740,065, $3,251,780, $12,802,746, $1,158,661, $2,371,472, $4,167,462, $0, $0, $0, $15,275,106, $23,512, $2,836,657, $3,977,451, $13,251,298, $9,641,519, $7,033,572, $5,536,415, $9,908,471, $0, $15,860,501, $0, $4,109,096, $4,749,351, $5,379,156 and $3,191,536, respectively, totaling $4,288,910,184.
b | Represents an affiliated issuer. |
d | Investment does not issue shares. |
e | Security or a portion thereof is unsettled at September 30, 2020. |
f | Investment has been committed to but has not been funded by the Fund. |
Legend:
£ - British Pound
€ - Euro
BBSY - Bank Bill Swap Rate
E - EURIBOR
L - LIBOR
PIK - Payment-in-kind
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 Schedule of Investments –
September 30, 2020 (Unaudited) (continued)
A summary of outstanding financial instruments at September 30, 2020 is as follows:
Forward Foreign Currency Contracts | | | | | | | | | | | | | | | | |
Settlement Date | Counterparty | | Currency Purchased | | | Currency Sold | | | Value | | | Unrealized Appreciation (Depreciation) | |
November 18, 2020 | Barclays | | $ | 70,400,627 | | | € | 59,300,000 | | | $ | 69,609,741 | | | $ | 790,886 | |
November 18, 2020 | Barclays | | | 70,398,848 | | | € | 59,300,000 | | | | 69,609,741 | | | | 789,107 | |
November 18, 2020 | Barclays | | | 70,279,541 | | | € | 59,200,000 | | | | 69,492,356 | | | | 787,185 | |
December 16, 2020 | Barclays | | | 92,064,598 | | | € | 77,500,000 | | | | 91,023,109 | | | | 1,041,489 | |
December 16, 2020 | Barclays | | | 92,064,598 | | | € | 77,500,000 | | | | 91,023,109 | | | | 1,041,489 | |
December 16, 2020 | Barclays | | | 92,062,274 | | | € | 77,500,000 | | | | 91,023,110 | | | | 1,039,164 | |
December 16, 2020 | Barclays | | | 92,058,398 | | | € | 77,500,000 | | | | 91,023,109 | | | | 1,035,289 | |
December 16, 2020 | Barclays | | | 92,058,399 | | | € | 77,500,000 | | | | 91,023,110 | | | | 1,035,289 | |
December 16, 2020 | Barclays | | | 82,027,609 | | | £ | 63,300,000 | | | | 81,865,532 | | | | 162,077 | |
December 16, 2020 | Barclays | | | 82,027,609 | | | £ | 63,300,000 | | | | 81,865,532 | | | | 162,077 | |
December 16, 2020 | Barclays | | | 82,027,609 | | | £ | 63,300,000 | | | | 81,865,532 | | | | 162,077 | |
December 16, 2020 | Barclays | | | 81,768,438 | | | £ | 63,100,000 | | | | 81,606,873 | | | | 161,565 | |
| | | | | | | | | | | | | | | $ | 8,207,694 | |
The accompanying notes are an integral part of these Consolidated Financial Statements.
15
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Consolidated Statement of Assets and Liabilities –
September 30, 2020 (Unaudited)
Assets | | | | |
Unaffiliated Private Equity Investments, at fair value (cost $3,368,084,891) | | $ | 4,207,759,772 | |
Affiliated Private Equity Investments, at fair value (cost of $920,825,293) | | | 1,356,334,823 | |
Common stocks, at fair value (cost $126,742,216) | | | 142,204,735 | |
Cash and cash equivalents | | | 692,798,588 | |
Cash denominated in foreign currencies (cost $45,713,187) | | | 45,941,171 | |
Investment sales receivable | | | 12,334,898 | |
Unaffiliated dividends and interest receivable | | | 4,121,716 | |
Affiliated interest receivable | | | 3,884 | |
Unrealized appreciation on forward foreign currency contracts | | | 8,207,694 | |
Shareholder distributions receivable | | | 1,622 | |
Other receivable | | | 13,231,908 | |
Prepaid assets | | | 2,084,722 | |
Total Assets | | $ | 6,485,025,533 | |
| | | | |
Liabilities | | | | |
Investment purchases payable | | $ | 4,138,480 | |
Distribution, servicing and transfer agency fees payable | | | 6,323,179 | |
Repurchase amounts payable for tender offers | | | 90,825,212 | |
Due to broker | | | 16,560,000 | |
Incentive fee payable | | | 41,913,662 | |
Management fees payable | | | 16,882,109 | |
Dividends payable | | | 4,562 | |
Line of credit fees payable | | | 1,026,667 | |
Accounting and administration fees payable | | | 1,235,144 | |
Custodian fees payable | | | 81,440 | |
Other payable | | | 58,418 | |
Total Liabilities | | $ | 179,048,873 | |
| | | | |
Commitments and contingencies (See note 11) | | | | |
| | | | |
Net Assets | | $ | 6,305,976,660 | |
| | | | |
Net Assets consists of: | | | | |
Paid-in capital | | $ | 5,133,737,301 | |
Distributable earnings (accumulated loss) | | | 1,172,239,359 | |
Total Net Assets | | $ | 6,305,976,660 | |
| | | | |
Class A Units | | | | |
Net assets | | $ | 3,402,672,278 | |
Units outstanding | | | 527,389,720 | |
Net asset value per unit | | $ | 6.45 | |
Class I Units | | | | |
Net assets | | $ | 2,903,304,382 | |
Units outstanding | | | 444,321,852 | |
Net asset value per unit | | $ | 6.53 | |
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 Statement of Operations –
For the Six Months Ended September 30, 2020 (Unaudited)
Investment Income | | | | |
Dividends from unaffiliated investments (net of $142,639 withholding tax) | | $ | 18,501,969 | |
Dividends from affiliated investments | | | 38,576,593 | |
Interest from unaffiliated investments | | | 34,183,984 | |
Interest from affiliated investments | | | 59,970 | |
Transaction fee income from unaffiliated issuers | | | 301,953 | |
Transaction fee income from affiliated issuers | | | 1,291,799 | |
Other fee income | | | 2,058,515 | |
Total Investment Income | | | 94,974,783 | |
| | | | |
Operating Expenses | | | | |
Management fees | | | 46,966,604 | |
Incentive fees | | | 41,913,662 | |
Accounting and administration fees | | | 2,362,306 | |
Line of credit fees | | | 2,318,504 | |
Interest expense | | | 2,198,862 | |
Professional fees | | | 1,502,319 | |
Board of Managers’ fees | | | 178,334 | |
Insurance expense | | | 154,693 | |
Custodian fees | | | 136,254 | |
Distribution and servicing fees | | | | |
Class A Units | | | 10,955,975 | |
Transfer agency fees | | | | |
Class A Units | | | 751,221 | |
Class I Units | | | 529,606 | |
Other expenses | | | 400,071 | |
Total Expenses | | | 110,368,411 | |
| | | | |
Net Investment Loss | | | (15,393,628 | ) |
| | | | |
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 | | | 54,240,237 | |
Net realized loss from affiliated investments | | | 35,744,090 | |
Net realized gain on foreign currency transactions | | | 335,015 | |
Net realized loss on forward foreign currency contracts | | | (46,957,851 | ) |
Net realized gain distributions from primary and secondary investments | | | 15,343,475 | |
Net change in accumulated unrealized appreciation (depreciation) on: | | | | |
Unaffiliated investments | | | 794,747,893 | |
Affiliated investments | | | 268,071,345 | |
Foreign currency translation | | | 1,329,674 | |
Forward foreign currency contracts | | | 1,399,506 | |
| | | | |
Net Realized Gain (Loss) and Change in Unrealized Appreciation (Depreciation) on Investments, Forward Foreign Currency Contracts and Foreign Currency | | | 1,124,253,384 | |
| | | | |
Net Increase (Decrease) in Net Assets From Operations | | $ | 1,108,859,756 | |
The accompanying notes are an integral part of these Consolidated Financial Statements.
17
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Consolidated Statements of Changes in Net Assets –
| | For the Six Months Ended September 30, 2020 (Unaudited) | | | For the Year Ended March 31, 2020 | |
Increase (decrease) in Net Assets resulting from operations: | | | | | | | | |
Net investment loss | | $ | (15,393,628 | ) | | $ | (65,747,327 | ) |
Net realized gain (loss) on investments, foreign currency transactions and forward foreign currency contracts | | | 58,704,966 | | | | 145,388,753 | |
Net change in unrealized appreciation (depreciation) on investments, foreign currency translation and forward foreign currency contracts | | | 1,065,548,418 | | | | (363,849,171 | ) |
Net increase in Net Assets resulting from operations | | $ | 1,108,859,756 | | | $ | (284,207,745 | ) |
| | | | | | | | |
Distributions to Members from: | | | | | | | | |
Distributable earnings | | | — | | | | (150,070,799 | ) |
Total distributions to Members | | $ | — | | | $ | (150,070,799 | ) |
| | | | | | | | |
Capital transactions (see note 5): | | | | | | | | |
Issuance of common Units | | | | | | | | |
Class A Units | | $ | 198,980,426 | | | $ | 787,428,343 | |
Class I Units | | | 162,506,927 | | | | 542,182,077 | |
Reinvestment of common Units | | | | | | | | |
Class A Units | | | — | | | | 73,697,727 | |
Class I Units | | | — | | | | 58,571,137 | |
Redemption of common Units | | | | | | | | |
Class A Units | | | (88,523,208 | ) | | | (90,728,026 | ) |
Class I Units | | | (94,367,928 | ) | | | (158,523,173 | ) |
Exchanges of common Units | | | | | | | | |
Class A Units | | | (6,259,617 | ) | | | (67,192,184 | ) |
Class I Units | | | 6,259,617 | | | | 67,192,184 | |
Total increase in Net Assets resulting from capital transactions | | $ | 178,596,217 | | | $ | 1,212,628,085 | |
| | | | | | | | |
Total increase in Net Assets | | $ | 1,287,455,973 | | | $ | 778,349,541 | |
| | | | | | | | |
Net Assets at beginning of period | | $ | 5,018,520,687 | | | $ | 4,240,171,146 | |
Net Assets at end of period | | $ | 6,305,976,660 | | | $ | 5,018,520,687 | |
The accompanying notes are an integral part of these Consolidated Financial Statements.
18
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Consolidated Statement of Cash Flows –
For the Six Months Ended September 30, 2020 (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES | | | | |
Net Increase in Net Assets from Operations | | $ | 1,108,859,756 | |
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 | | | (1,062,819,238 | ) |
Net change in unrealized (appreciation) depreciation on forward foreign currency contracts | | | (1,399,506 | ) |
Net realized (gain) from investments, forward foreign currency contracts and foreign currency transactions | | | (58,704,966 | ) |
Purchases of Investments | | | (435,301,613 | ) |
Proceeds from sales of investments | | | 399,562,200 | |
Net (purchases) sales and amortization of short-term investments | | | 199,907,661 | |
Net realized gain on forward foreign currency contracts | | | (46,957,851 | ) |
Net realized gain distributions from primary and secondary investments | | | 15,343,475 | |
Amortization of premium and accretion of discount | | | (732,064 | ) |
Increase in investment sales receivable | | | (6,771,639 | ) |
Increase in shareholder distributions receivable | | | (1,622 | ) |
Increase in interest receivable | | | (337,681 | ) |
Decrease in affiliated interest receivable | | | 373 | |
Increase in dividends receivable | | | (36,289 | ) |
Increase in other receivable | | | (12,821,502 | ) |
Increase in prepaid assets | | | (1,757,944 | ) |
Decrease in investment purchases payable | | | (15,648,720 | ) |
Decrease in dividends payable | | | (5,502 | ) |
Increase in due to broker | | | 13,600,000 | |
Increase in management fees payable | | | 2,370,195 | |
Increase in administrative services expense payable | | | 406,899 | |
Decrease in professional fees payable | | | (220,646 | ) |
Increase in line of credit fees | | | 268,334 | |
Decrease in interest expense payable | | | (45,696 | ) |
Decrease in accounting and administrative fees payable | | | (686,485 | ) |
Decrease in custodian fees payable | | | (93,423 | ) |
Decrease in other payable | | | (1,582 | ) |
Increase in incentive fees payable | | | 41,913,662 | |
Net Cash Provided by Operating Activities | | | 137,888,586 | |
| | | | |
CASH FLOWS FROM FINANCING ACTIVITIES | | | | |
Proceeds from issuance of Units | | | 361,487,353 | |
Payments for Units redeemed | | | (188,821,009 | ) |
Repayments of credit facility | | | (175,000,000 | ) |
Net Cash (Used in) Financing Activities | | | (2,333,656 | ) |
| | | | |
Net change in cash and cash equivalents | | | 135,554,930 | |
| | | | |
Effect of exchange rate changes on cash | | | 335,015 | |
| | | | |
Cash and cash equivalents at beginning of period | | | 602,849,814 | |
Cash and cash equivalents at End of Period | | $ | 738,739,759 | |
| | | | |
Supplemental and non-cash financing activities | | | | |
Cash paid during the period for interest | | $ | 2,244,558 | |
The accompanying notes are an integral part of these Consolidated Financial Statements.
19
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Consolidated Financial Highlights –
| | Class A | |
| | For the Six Months Ended September 30, 2020 (Unaudited) | | | Year Ended March 31, 2020 | | | Year Ended March 31, 2019 | | | Year Ended March 31, 2018 | | | Period Ended March 31, 2017(1) | |
Per Unit Operating Performance:(2) | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of year | | $ | 5.32 | | | $ | 5.73 | | | $ | 5.51 | | | $ | 5.17 | | | $ | 5.00 | |
Income from investment operations: | | | | | | | | | | | | | | | | | | | | |
Net investment income (loss)(3) | | | (0.03 | ) | | | (0.10 | ) | | | (0.05 | ) | | | 0.20 | | | | (0.00 | )(4) |
Net realized and unrealized gains (losses) on investments | | | 1.16 | | | | (0.14 | ) | | | 0.55 | | | | 0.40 | | | | 0.17 | |
Net increase (decrease) in net assets resulting from operations | | | 1.13 | | | | (0.24 | ) | | | 0.50 | | | | 0.60 | | | | 0.17 | |
Distributions from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | — | | | | — | | | | (0.03 | ) | | | (0.10 | ) | | | — | |
Net realized gains | | | — | | | | (0.17 | ) | | | (0.25 | ) | | | (0.16 | ) | | | — | |
Total distributions | | | — | | | | (0.17 | ) | | | (0.28 | ) | | | (0.26 | ) | | | — | |
Net asset value, end of period | | $ | 6.45 | | | $ | 5.32 | | | $ | 5.73 | | | $ | 5.51 | | | $ | 5.17 | |
| | | | | | | | | | | | | | | | | | | | |
Total Return(5)(6) | | | 22.08 | % | | | (4.69 | )% | | | 9.36 | % | | | 11.65 | % | | | 3.40 | % |
| | | | | | | | | | | | | | | | | | | | |
Ratios and supplemental data: | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period in thousands (000’s) | | $ | 3,402,672 | | | $ | 2,705,680 | | | $ | 2,243,031 | | | $ | 1,725,576 | | | $ | 1,329,648 | |
Net investment income (loss) to average net assets before Incentive Fee | | | 0.59 | %(7) | | | (0.52 | )% | | | 0.15 | % | | | 5.10 | % | | | 1.08 | %(7) |
Ratio of gross expenses to average net assets, excluding Incentive Fee(8)(10) | | | 2.70 | %(7) | | | 2.87 | % | | | 2.84 | % | | | 2.78 | % | | | 2.82 | %(7) |
Ratio of Incentive Fee to average net assets | | | 0.73 | %(6) | | | 1.15 | % | | | 1.12 | % | | | 1.31 | % | | | 0.36 | %(6) |
Ratio of gross expenses and Incentive Fee to average net assets(8)(10) | | | 3.43 | %(7)(9) | | | 4.02 | % | | | 3.96 | % | | | 4.09 | % | | | 3.18 | %(7)(9) |
Ratio of expense waivers to average net assets | | | — | %(7) | | | — | % | | | — | % | | | — | % | | | — | %(7) |
Ratio of net expenses and Incentive Fee to average net assets(10) | | | 3.43 | %(7)(9) | | | 4.02 | % | | | 3.96 | % | | | 4.09 | % | | | 3.18 | %(7)(9) |
Ratio of net expenses to average net assets, excluding Incentive Fee(10) | | | 2.70 | %(7) | | | 2.87 | % | | | 2.84 | % | | | 2.78 | % | | | 2.82 | %(7)(9) |
| | | | | | | | | | | | | | | | | | | | |
Portfolio Turnover | | | 7.77 | %(6) | | | 13.35 | % | | | 21.75 | % | | | 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 $0.005. |
(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 waivers 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. |
The accompanying notes are an integral part of these Consolidated Financial Statements.
20
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Consolidated Financial Highlights –
| | Class I | |
| | For the Six Months Ended September 30, 2020 (Unaudited) | | | Year Ended March 31, 2020 | | | Year Ended March 31, 2019 | | | Year Ended March 31, 2018 | | | Year Ended March 31, 2017(1) | | | Year Ended March 31, 2016 | |
Per Unit Operating Performance:(2) | | | | | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of year | | $ | 5.37 | | | $ | 5.75 | | | $ | 5.52 | | | $ | 5.18 | | | $ | 5.00 | | | | N/A | |
Income from investment operations: | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income (loss)(3) | | | (0.00 | )(4) | | | (0.06 | ) | | | (0.01 | ) | | | 0.25 | | | | (0.00 | )(4) | | | N/A | |
Net realized and unrealized gain (loss) on investments | | | 1.16 | | | | (0.14 | ) | | | 0.56 | | | | 0.38 | | | | 0.18 | | | | N/A | |
Net increase (decrease) in net assets from operations | | | 1.16 | | | | (0.20 | ) | | | 0.55 | | | | 0.63 | | | | 0.18 | | | | N/A | |
Distributions from: | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income (loss) | | | — | | | | (0.01 | ) | | | (0.07 | ) | | | (0.13 | ) | | | — | | | | N/A | |
Net realized gains (losses) | | | — | | | | (0.17 | ) | | | (0.25 | ) | | | (0.16 | ) | | | — | | | | N/A | |
Total distributions | | | — | | | | (0.18 | ) | | | (0.32 | ) | | | (0.29 | ) | | | — | | | | N/A | |
Net asset value, end of period | | $ | 6.53 | | | $ | 5.37 | | | $ | 5.75 | | | $ | 5.52 | | | $ | 5.18 | | | | N/A | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total Return before Incentive Fee | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | N/A | (5) | | | 11.75 | %(6) |
Total Return after Incentive Fee | | | 22.50 | %(7)(8) | | | (4.00 | )%(7) | | | 10.14 | %(7) | | | 12.42 | %(7) | | | 11.70 | % | | | 10.86 | %(6) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Ratios and supplemental data: | | | | | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period in thousands (000’s) | | $ | 2,903,304 | | | $ | 2,312,841 | | | $ | 1,997,140 | | | $ | 1,556,972 | | | $ | 995,815 | | | $ | 1,712,457 | |
Net investment income (loss) to average net assets before Incentive Fee (9)(10) | | | 1.30 | %(11) | | | 0.20 | % | | | 0.86 | % | | | 5.95 | % | | | 2.52 | % | | | 0.81 | % |
Ratio of gross expenses to average net assets, excluding Incentive Fee(9)(10) | | | 1.99 | %(11) | | | 2.13 | % | | | 2.12 | % | | | 2.10 | % | | | 1.98 | % | | | 1.47 | % |
Ratio of Incentive Fee to average net assets | | | 0.73 | %(8) | | | 1.14 | % | | | 1.12 | % | | | 1.33 | % | | | 1.33 | % | | | 1.12 | % |
Ratio of gross expenses and Incentive Fee to average net assets(10) | | | 2.72 | %(11)(12) | | | 3.27 | % | | | 3.24 | % | | | 3.43 | % | | | 3.31 | % | | | 2.59 | % |
Ratio of expense waivers to average net assets | | | — | %(11) | | | — | % | | | — | % | | | — | % | | | — | % | | | — | % |
Ratio of net expenses and Incentive Fee to average net assets(10) | | | 2.72 | %(11)(12) | | | 3.27 | % | | | 3.24 | % | | | 3.43 | % | | | 3.31 | % | | | 2.59 | % |
Ratio of net expenses to average net assets, excluding Incentive Fee(10) | | | 1.99 | %(11) | | | 2.13 | % | | | 2.12 | % | | | 2.10 | % | | | 1.98 | % | | | 1.47 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Turnover | | | 7.77 | %(8) | | | 13.35 | % | | | 21.75 | % | | | 23.58 | % | | | 17.93 | % | | | 21.91 | % |
(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 $0.005. |
(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. |
(9) | Represents the ratio of expenses to average net assets absent fee waivers and/or expense reimbursement by/to the Adviser. |
(10) | Ratio does not include expenses of Primary and Secondary Investments. |
(12) | The Incentive Fee and/or organizational expenses are not annualized. |
The accompanying notes are an integral part of these Consolidated Financial Statements.
21
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Notes to Consolidated Financial Statements – September 30, 2020 (Unaudited)
1. Organization
Partners Group Private Equity (Master Fund), LLC (the “Fund”) is a Delaware limited liability company that was organized on August 4, 2008 and 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. On December 17, 2018, the Fund filed an application to register units of limited liability company interests of the Fund (“Units”) under the Securities Act of 1933, as amended (the “1933 Act”). The Fund 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”) pursuant to a second amended and restated investment management agreement between the Fund and the Adviser (the “Investment Management Agreement”). The board of managers of the Fund (the “Board”) has oversight 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 wholly owned diversified portfolio of private equity and debt investments. The Fund makes investments directly and 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”).
Units are offered only to investors that represent that they are “accredited investors” within the meaning of Rule 501 under the 1933 Act and “qualified clients” within the meaning of Rule 205-3 under the Investment Advisers Act. Purchasers of Units become members of the Fund (“Members”).
Effective January 1, 2017, the Fund elected to be treated for U.S. federal income tax purposes and intends to qualify annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).
The Fund offers two classes of Units designated as Class A Units (the “Class A Units”) and Class I Units (the “Class I Units”). While the Fund currently offers only two classes of Units, in the future it may offer 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 of any such class bear, and the distribution and service fees that are charged to such class. The Fund has received an exemptive order from the SEC with respect to the Fund’s multi-class structure.
Although each class of Units represents a pro-rata interest in the Fund, each 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 and applies 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”).
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 together, “Private Equity Fund Investments”; Direct Investments and Private Equity Fund Investments, collectively, “Private Equity Investments”).
22
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Notes to Consolidated Financial Statements – September 30, 2020 (Unaudited) (continued)
2. Significant Accounting Policies (continued)
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”), which have been approved by the Board. As authorized by the Valuation Procedures, the Adviser values the Fund’s Private Equity Investments in consultation with its affiliates. The Valuation Procedures require evaluation of all relevant factors reasonably available to the Adviser and its affiliates at the time the Fund’s Private Equity Investments are valued.
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 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 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 of estimates, fair value determinations based on estimates 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 of estimates, fair value determinations based on estimates 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 Private Equity Fund Investments 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 term of each such Private Equity Fund Investment.
Daily Traded Investments
The fair values of financial instruments traded in active markets are based on quoted market prices at the end of the reporting period. The quoted market price used for financial assets held by the Fund is the price within the bid-ask spread which is considered most representative of fair value at the end of the reporting period.
The Valuation Procedures are implemented by the Adviser and State Street Bank and Trust Company, as the Fund’s administrator (the “Administrator”). Both the Adviser and the Administrator are subject to the oversight of, and report to, the Board. The Adviser and the Administrator monitor and review the methodologies of the various third-party pricing services that are employed by the Fund.
The Adviser and one or more of its affiliates acts as investment advisers to clients other than the Fund. However, the valuation attributed to a Private Equity Investment held by the Fund and the valuation attributable to the same Private Equity Investment held by another client or by one of its affiliates or by a client of one of its affiliates might differ as a result of differences in accounting, regulatory and other factors applicable to the Fund and to such other client.
c. Cash and Cash Equivalents
In order to maintain liquidity pending investment in Private Equity Investments, the Fund holds cash, including amounts held in foreign currencies, in 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.
23
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Notes to Consolidated Financial Statements – September 30, 2020 (Unaudited) (continued)
2. Significant Accounting Policies (continued)
d. Foreign Currency Translation
The books and records of the Fund are maintained in U.S. Dollars. Generally, valuations of 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 transaction date exchange rates. As of September 30, 2020, the Fund’s investments denominated in foreign currencies were as follows:
Currency | | Number of investments | |
Australian Dollars | | | 9 | |
Brazilian Reals | | | 1 | |
Canadian Dollars | | | 6 | |
Danish Krone | | | 3 | |
Euros | | | 123 | |
Hong Kong Dollars | | | 1 | |
Indian Rupees | | | 2 | |
Japanese Yen | | | 3 | |
Norwegian Krone | | | 2 | |
Pounds Sterling | | | 27 | |
Singapore Dollar | | | 1 | |
Swedish Krona | | | 3 | |
Swiss Franc | | | 2 | |
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 into forward foreign currency exchange contracts to manage foreign exchange rate risk. These contracts for the purchase or sale of a specific foreign currency at a fixed price on a future date may be entered into either as a hedge or as a 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 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. The potential inability of counterparties to meet the terms of their contracts and unanticipated movements in the value of a foreign currency relative to the U.S. Dollar are risks inherent in forward foreign exchange contracts.
During the six months ended September 30, 2020, the Fund entered into 44 long/short forward foreign currency exchange contracts. As disclosed in the Consolidated Statement of Assets and Liabilities, the Fund had $8,207,694 in unrealized appreciation on forward foreign currency exchange contracts. As disclosed in the Consolidated Statement of Operations, the Fund had $(46,997,312) in net realized gains (losses) and $1,399,506 change in net unrealized appreciation (depreciation) on forward foreign currency contracts. The outstanding forward foreign currency exchange contract amounts at September 30, 2020 are representative of contract amounts during the period.
24
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Notes to Consolidated Financial Statements – September 30, 2020 (Unaudited) (continued)
2. Significant Accounting Policies (continued)
f. Investment Income
The Fund records a distribution of cash or in-kind securities on a Private Equity Investment at fair value based on the information contained in the notice provided to the Fund when the distribution is received. Thus, the Fund recognizes in 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 on Private Equity Investments. Unrealized appreciation (depreciation) on investments presented in the Consolidated Statement of Operations includes the Fund’s shares of unrealized gains and losses, realized undistributed gains/losses, and undistributed net investment income (or loss) on Private Equity Investments for the relevant period.
For certain Direct Investments, the Fund classifies various types of non-interest income received as either other income or transaction income. Other income includes transfer fees, amendment fees, and unfunded fees. Transaction income includes break-up fees, directors’ fees, financial advisory fees, topping fees, investment banking fees, monitoring fees, organizational fees, and syndication fees. Transaction income is classified as extraordinary income, as are other fees payable to the Fund attributable to 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; fees of Independent Managers; and expenses of meetings of the Board, including reimbursement of the Independent Managers for their expenses in attending meetings of the Board.
h. Costs Relating to Purchases of Secondary Investments
Costs relating to purchases of Secondary Investments include the amortization of deferred payments on Secondary Investments. Such amortization expense is recognized on a monthly basis until the due date of a deferred payment. At the due date the net present value of the 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 relevant taxing authority will, upon examination, sustain the position based on its technical merits. A position that meets this standard is measured at the maximum benefit that will more likely than not be realized upon settlement. The Fund classifies any interest expense related to income taxes 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. Based on this 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, and thus liable for the taxes on, its allocated share of the net assets, income, expenses, and 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.
25
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Notes to Consolidated Financial Statements – September 30, 2020 (Unaudited) (continued)
2. Significant Accounting Policies (continued)
As noted above, 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 intends to qualify annually, as a RIC under Subchapter M of the Code. If the Fund were to fail to meet the requirements of Subchapter M 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 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. In order to comply with the requirements of Subchapter M, the Fund must distribute substantially all of its taxable income and gains to its Members and 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 separate from its sole owner, the Fund, and thus is disregarded, for U.S. federal income tax purposes. In preparing its consolidated financial statements, the Onshore Subsidiary is required to recognize its estimate of income taxes for Federal and State purposes as 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. If the Onshore Subsidiary has a deferred tax asset, consideration is given to whether 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 September 30, 2020, the tax years from the year 2016 forward remain subject to examination by the major tax jurisdictions under the statute of limitations.
During the fiscal year ended March 31, 2020, the Fund reclassified $36,151,328 from undistributed net investment income, $(68,511,589) of accumulated net realized gain (loss) on investments and forward foreign currency contracts and $0 of accumulated net unrealized appreciation on investments, forward foreign currency contracts and foreign currency translation, to paid-in capital. The reclassification reflected an adjustment to paid-in capital due to the change for federal income tax purposes from taxation as a partnership to taxation as a RIC.
No current or deferred taxes were recognized for the Onshore Subsidiary and Offshore Subsidiary.
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 the disclosure of contingent assets and liabilities as of the date of the financial statements, as well as the reported increases and decreases in capital from operations during the reporting period. Actual results may 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 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 that 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.
26
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Notes to Consolidated Financial Statements – September 30, 2020 (Unaudited) (continued)
2. Significant Accounting Policies (continued)
For financial reporting purposes, the Fund does not offset derivative assets and liabilities that are subject to Master Netting Agreements (“MNA”) or similar arrangements in the Consolidated Statement of Assets and Liabilities. The table below presents the amounts of the Fund’s derivative assets as of September 30, 2020: gross, net of amounts available for offset under a MNA, and net of the related collateral received and/or pledged, if any, by the Fund:
Counterparty | | Derivative Assets subject to an MNA by Counterparty | | | Financial Instruments available for offset | | | Collateral Received1 | | | Net Amount2 | |
Barclays | | $ | 8,207,694 | | | $ | — | | | $ | (8,207,694 | ) | | $ | — | |
1 | In some instances, the actual collateral received and/or pledged may be more than the amount shown here due to overcollateralization. |
2 | Net amount represents the net amount receivable from the counterparty in the event of default. |
m. Recently Adopted Accounting Pronouncement
In March 2020, the FASB issued ASU 2020-04 which provides optional guidance to ease the potential accounting burden associated with transitioning away from the London Interbank Offered Rate and other reference rates that are expected to be discontinued. The ASU is effective immediately upon release of the update on March 12, 2020 through December 31, 2022. The Adviser is currently evaluating the impact that the adoption of this standard will have on the Fund’s financial statements and related disclosures.
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). This distinction determines the classification of fair value measurements for disclosure purposes.
The various types of inputs used in determining the value of the Fund’s investments are summarized in the three tiers of hierarchy listed below:
Valuation of Investments
● | Level 1 – Pricing inputs are quoted prices 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 date, the mean between the closing bid and ask prices on such date. 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 in an investment and a sale could reasonably impact the quoted price. |
● | Level 2 – Pricing inputs are observable inputs other than quoted prices in active markets (i.e., not Level 1 inputs). Fair value is determined through the use of models or other valuation methodologies through direct or indirect corroboration with observable market data. Investments that 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. |
27
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Notes to Consolidated Financial Statements – September 30, 2020 (Unaudited) (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 factors and performance measurements. These factors and measurements include the timing of the transaction; the market in which the investment operates; comparable market transactions; operational performance and projections of the investments; various performance multiples as applied to earnings before interest, taxes, depreciation and amortization or a similar measure of earnings for the latest reporting period or a forward period; brokers quotes; and discounted cash flow analysis. |
Due to the inherent uncertainty of estimates, fair value determinations based on estimates 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 September 30, 2020:
Investments | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Common Stocks | | $ | 142,204,735 | | | $ | — | | | $ | — | | | $ | 142,204,735 | |
Direct Investments: | | | | | | | | | | | | | | | | |
Direct Equity | | | 98,983,076 | | | | 321,220,977 | | | | 2,973,628,394 | | | | 3,393,832,447 | |
Direct Debt | | | — | | | | — | | | | 842,084,865 | | | | 842,084,865 | |
Total Direct Investments* | | $ | 98,983,076 | | | $ | 321,220,977 | | | $ | 3,815,713,259 | | | $ | 4,235,917,312 | |
Secondary Investments* | | | — | | | | — | | | | 501,728,361 | | | | 501,728,361 | |
Primary Investments* | | | — | | | | — | | | | 826,448,922 | | | | 826,448,922 | |
Short-Term Investments | | | — | | | | — | | | | — | | | | — | |
Total Investments | | $ | 241,187,811 | | | $ | 321,220,977 | | | $ | 5,143,890,542 | | | $ | 5,706,299,330 | |
Other Financial Instruments |
Assets | | | | | | | | | | | | | | | | |
Foreign Currency Exchange Contracts** | | $ | 8,207,694 | | | $ | — | | | $ | — | | | $ | 8,207,694 | |
Total Assets | | $ | 8,207,694 | | | $ | — | | | $ | — | | | $ | 8,207,694 | |
Total Investments net of Foreign Currency Exchange Contracts | | $ | 249,395,505 | | | $ | 321,220,977 | | | $ | 5,143,890,542 | | | $ | 5,714,507,024 | |
* | Private Equity Investments are described in Note 2.b. |
** | Forward Foreign Currency Exchange Contracts are described in Note 2.e. |
28
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Notes to Consolidated Financial Statements – September 30, 2020 (Unaudited) (continued)
3. Fair Value Measurements (continued)
The following is a reconciliation of the amount of the account balances on April 1, 2020 and September 30, 2020 of those investments in which significant unobservable inputs (Level 3) were used in determining value:
| | Balance as of April 1, 2020 | | | 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 September 30, 2020 | |
Direct Investments: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Direct Equity Investments | | $ | 2,527,297,097 | | | $ | 115,353,966 | | | $ | 524,725,390 | | | $ | 154,009,306 | | | $ | (215,429,001 | ) | | $ | — | | | $ | (132,328,364 | ) | | $ | 2,973,628,394 | |
Direct Debt Investments | | | 746,578,424 | | | | (27,841,450 | ) | | | 132,801,551 | | | | 79,299,332 | | | | (89,482,785 | ) | | | 729,793 | | | | — | | | | 842,084,865 | |
Total Direct Investments* | | $ | 3,273,875,521 | | | $ | 87,512,516 | | | $ | 657,526,941 | | | $ | 233,308,638 | | | $ | (304,911,786 | ) | | $ | 729,793 | | | $ | (132,328,364 | ) | | $ | 3,815,713,259 | |
Secondary Investments* | | | 404,072,576 | | | | (77,034 | ) | | | 79,448,879 | | | | 34,940,155 | | | | (16,656,215 | ) | | | — | | | | — | | | | 501,728,361 | |
Primary Investments* | | | 574,782,992 | | | | 92,409 | | | | 149,068,535 | | | | 129,582,129 | | | | (27,077,143 | ) | | | — | | | | — | | | | 826,448,922 | |
Total | | $ | 4,252,731,089 | | | $ | 87,527,891 | | | $ | 886,044,355 | | | $ | 397,830,922 | | | $ | (348,645,144 | ) | | $ | 729,793 | | | $ | (132,328,364 | ) | | $ | 5,143,890,542 | |
* | For the purposes of the tables above: (i) “Direct Investments” are private investments directly in the equity or debt of selected operating companies, often together with the management of the investee operating company; (ii) “Primary Investments” are investments in newly established private equity partnerships where underlying portfolio companies are generally not known as of the time of investment; and “Secondary Investments” are single or portfolios of assets acquired on the secondary market. However, “Secondary Investments” are generally understood to mean Private Equity Fund Investments acquired in the secondary market (See Note 2.b). 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. |
Changes in inputs or methodologies used for valuing investments may result in transfers 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 levels of the fair value hierarchy are reported at the beginning of the reporting period in which they occur. For the six months ended September 30, 2020, transfers out of Level 3 were due to increased price transparency.
The amount of the net change in unrealized appreciation (depreciation) for the six months ended September 30, 2020 relating to investments in Level 3 assets still held at September 30, 2020 is $933,732,970, which is included as a component of net change in accumulated unrealized depreciation on investments on the Consolidated Statement of Operations.
29
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Notes to Consolidated Financial Statements – September 30, 2020 (Unaudited) (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 September 30, 2020:
Type of Security | | Fair Value at September 30, 2020 (000’s)* | | Valuation Technique(s) | Unobservable Input | Range (weighted average) |
Direct Investments: | | | | | | | |
Direct Equity | | $ | 69,308 | | Discounted cash flow | Discount factor | 8.50% – 13.00% (11.22%) |
| | | 2,745,672 | | Market comparable companies | Enterprise value to EBITDA multiple | 6.50x – 23.40x (14.58x) |
| | | 13,242 | | Exit price | Recent transaction price | n/a |
| | | 107,595 | | Recent financing/transaction | Recent transaction price | n/a |
| | | 38,694 | | Reported fair value | Reported fair value | n/a |
| | | 1,351 | | Market comparable companies | Enterprise value to sales multiple | 0.70x – 0.70x (0.70x) |
Direct Debt | | $ | 377,297 | | Broker quotes | Indicative quotes for an inactive market | n/a |
| | | 466,524 | | Discounted cash flow | Discount factor | 0.00% – 20.04% (9.44%) |
| | | 14 | | Exit price | Recent transaction price | n/a |
Primary and Secondary Investments | | $ | 1,328,178 | | Adjusted reported net asset value | Reported net asset value/Fair value adjustments | n/a |
* | Level 3 fair value includes accrued interest. |
Level 3 Direct Equity Investments valued using an unobservable input are directly affected by a change in that input. For Level 3 Direct Debt Investments, the Fund estimates fair value through the use of earnings and multiples analysis or a discounted cash flows analysis that considers the credit risk and interest rate risk of the particular investment. For Direct Investments, significant increases or decreases in these inputs in isolation would result in a significantly lower or higher fair value measurements.
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 Corporate Markets plc (successor of Lloyds Bank plc) and NatWest Markets plc (successor of The Royal Bank of Scotland plc) in the aggregate maximum principal amount of $150,000,000. On January 15, 2019, the Fund increased the LOC by $50,000,000, bringing the total commitments to $200,000,000. On June 13, 2019, the Fund increased the facility bringing the aggregate facility commitments to $300,000,000, with the following revised commitment amounts: Lloyds Bank Corporate Markets plc ($150,000,000), NatWest Markets plc ($50,000,000), UBS AG ($50,000,000), and Barclays Bank PLC ($50,000,000). On April 27, 2020 the Fund increased the LOC by $100,000,000, bringing the total commitments to $400,000,000. The Fund anticipates that this line of credit facility will be used primarily for working capital requirements and for financing investments and funding associated costs and expenses. The Fund will incur additional interest and other expenses for the use of this and other future line of credit facilities. Borrowings under this facility are charged a rate of interest per annum that is the aggregate of the applicable margin of 3.25% 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 six months ended September 30, 2020, the Fund incurred $45,696 of interest on borrowings. At September 30, 2020 there were no outstanding borrowings under the Credit Facility. In addition to the Commitment fees of 1.20% the Fund pays Arrangement fees based on the rate agreed to with the various lenders, Agency fees of $25,000 per annum, Monitoring fees of $25,000 per annum and Trustee fees of $15,000 per annum. The term of the LOC facility runs until February 2, 2023.
30
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Notes to Consolidated Financial Statements – September 30, 2020 (Unaudited) (continued)
5. Unit Transactions/Subscription and Repurchase of Units
In general, Units are offered for purchase as of the first day of each calendar month. However, 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 for 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 to the Fund’s placement agent other qualified recipients 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”). 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.
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 each January 1st, April 1st, July 1st and October 1st. The Fund is entitled to charge a 2.00% early repurchase fee for 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.
Transactions in Units were as follows:
| | For the Six Months Ended September 30, 2020 | | | For the Year Ended March 31, 2020 | |
| | Units | | | Dollar Amounts | | | Units | | | Dollar Amounts | |
Class A Units | | | | | | | | | | | | | | | | |
Sales | | | 33,794,585 | | | $ | 198,980,426 | | | | 132,339,978 | | | $ | 787,428,343 | |
Reinvestments | | | — | | | | — | | | | 12,073,872 | | | | 73,697,727 | |
Repurchases | | | (14,274,110 | ) | | | (88,523,208 | ) | | | (15,651,641 | ) | | | (90,728,026 | ) |
Class exchanges | | | (1,098,144 | ) | | | (6,259,617 | ) | | | (11,389,149 | ) | | | (67,192,184 | ) |
Net increase (decrease) | | | 18,422,331 | | | $ | 104,197,601 | | | | 117,373,060 | | | $ | 703,205,860 | |
Class I Units | | | | | | | | | | | | | | | | |
Sales | | | 27,230,507 | | | $ | 162,506,927 | | | | 90,491,877 | | | $ | 542,182,077 | |
Reinvestments | | | — | | | | — | | | | 9,524,691 | | | | 58,571,137 | |
Repurchases | | | (15,026,872 | ) | | | (94,367,928 | ) | | | (27,840,814 | ) | | | (158,523,173 | ) |
Class exchanges | | | 1,087,027 | | | | 6,259,617 | | | | 11,330,170 | | | | 67,192,184 | |
Net increase (decrease) | | | 13,290,662 | | | $ | 74,398,616 | | | | 83,505,924 | | | $ | 509,422,225 | |
31
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Notes to Consolidated Financial Statements – September 30, 2020 (Unaudited) (continued)
6. Management Fees, Incentive Fee and Fees and Expenses of Managers
Under the terms of the Investment Management Agreement the Adviser is responsible for providing day-to-day investment management and certain other services to the Fund, subject to the ultimate supervision of and to any policies established by the Board. Accordingly, the Adviser is responsible for developing, implementing and supervising the Fund’s investment program. In consideration for its investment management services under the Investment Management Agreement, the Fund pays 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. However, the Investment Management Agreement provides that in no event will the management fee exceed 1.75% as a percentage of the Fund’s net asset value. For the six months ended September 30, 2020, the Fund accrued $46,966,604 in management fees due to the Adviser.
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 beginning 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 six months ended September 30, 2020, the Fund accrued $41,913,662 in Incentive Fees due to the Adviser.
The Adviser has entered into an expense limitation agreement (the “Expense Limitation Agreement”) with the Fund, whereby the Adviser has agreed to waive fees that it would otherwise be paid, and/or to assume expenses of the Fund (a “Waiver”), if required to ensure the Total Annual Expenses (excluding taxes, interest, brokerage commissions, certain transaction related expenses arising out of investments made by the Fund, extraordinary expenses, the Incentive Fee, and any acquired fund fees and expenses) do not exceed 3.00% on an annualized basis with respect to Class A Units and 2.30% on an annualized basis with respect to Class I Units (the “Expense Limit”). For a period not to exceed three years from the date on which a Waiver is made, the Adviser may recoup amounts waived or assumed, provided it is able to effect such recoupment without causing the Fund’s expense ratio (after recoupment) to exceed the lesser of (a) the expense limit in effect at the time of the waiver, and (b) the expense limit in effect at the time of the recoupment. The Expense Limitation Agreement may be terminated by the Adviser or the Fund upon thirty days’ written notice to the other party. During the six months ended September 30, 2020, the Advisor did not waive any fees and the Fund did not pay any recoupment of existing waivers pursuant to the Expense Limitation Agreement.
In consideration of the services rendered by each Manager who was not an “interested person” of the Fund, as defined by the Investment Company Act (each, an “Independent Manager”), effective January 1, 2019, the Fund pays each Independent Manager an annual fee of $84,167. Additionally, effective April 1, 2016 the Fund pays an additional fee of $10,000 per year to the Chairman of the Board and the Chairman of the Audit Committee. The Fund also reimburses the expenses of the Independent Managers in connection with their services as Managers. The Managers do not receive any pension or retirement benefits from the Fund.
32
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Notes to Consolidated Financial Statements – September 30, 2020 (Unaudited) (continued)
7. Affiliated Investments
Under Section 2(a)(3) of the Investment Company Act, a portfolio company is defined as “affiliated” with the Fund if the 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 portfolio companies as of September 30, 2020:
| | Shares/ Principal as of September 30, 2020 | | | Fair Value as of March 31, 2020 | | | Gross Additions(1) | | | Gross Reductions(2) | | | Realized Gains/ Losses | | | Change in Unrealized Gains (Losses) | | | Fair Value as of September 30, 2020 | | | Affiliated Income/ Accretion of Discount | |
Non-Controlled Affiliates | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
AAVAS Financiers Limited | | | 4,932,728 | | | $ | 82,170,894 | | | $ | 1,620,200 | | | $ | (1,620,200 | ) | | $ | (203,000 | ) | | $ | 5,704,785 | | | $ | 87,672,679 | | | $ | 13,667,119 | |
Astorg Co-Invest SGG, FCPI(3) | | | — | | | | 25,870,794 | | | | 4,585,929 | | | | — | | | | — | | | | 40,834,412 | | | | 71,291,135 | | | | — | |
Camelia Investment 1 Limited | | | 6,768,704,353 | | | | 130,581,199 | | | | — | | | | — | | | | — | | | | 30,704,110 | | | | 161,285,309 | | | | — | |
Confluent Health, LLC | | | 27,260 | | | | 23,208,670 | | | | 34,390 | | | | — | | | | — | | | | 8,144,749 | | | | 31,387,809 | | | | — | |
ECP Holding Company, LLC(3)(4) | | | — | | | | 26,040,248 | | | | — | | | | (44,652,079 | ) | | | 35,952,079 | | | | (17,340,248 | ) | | | — | | | | — | |
ECP Parent, LLC | | | 100,000,000 | | | | 95,513,500 | | | | — | | | | — | | | | — | | | | 4,486,500 | | | | 100,000,000 | | | | — | |
EnfraGen, LLC | | | 37,786 | | | | 38,787,941 | | | | 16,910 | | | | (23,750 | ) | | | — | | | | 9,254,918 | | | | 48,036,019 | | | | 69,410 | |
EQT Jaguar Co-Investment SCSp(3) | | | — | | | | 47,448,633 | | | | — | | | | — | | | | — | | | | 17,817,022 | | | | 65,265,655 | | | | — | |
GlobalLogic Worldwide Holdings, Inc.(5) | | | 701,927 | | | | 163,020,474 | | | | — | | | | — | | | | — | | | | 18,945,998 | | | | 181,966,472 | | | | 24,840,064 | |
Huntress Co-Investment L.P.(3) | | | — | | | | 49,613,325 | | | | — | | | | — | | | | — | | | | (1,804,591 | ) | | | 47,808,734 | | | | — | |
Luxembourg Investment Company 285 S.à r.l.(6) | | | 14,865,773 | | | | 36,630,514 | | | | — | | | | — | | | | — | | | | 12,795,054 | | | | 49,425,568 | | | | — | |
Luxembourg Investment Company 293 S.à r.l. | | | 10,752,136 | | | | 30,686,603 | | | | 55,985 | | | | (55,986 | ) | | | (5,054 | ) | | | 11,141,758 | | | | 41,823,306 | | | | — | |
Luxembourg Investment Company 314 S.à r.l.(6) | | | 192,000 | | | | 1 | | | | — | | | | — | | | | — | | | | — | | | | 1 | | | | — | |
MHS Acquisition Holdings, LLC | | | 34,242 | | | | 450,577 | | | | — | | | | — | | | | — | | | | 141,768 | | | | 592,345 | | | | — | |
MHS Blocker Purchaser L.P.(3) | | | — | | | | 30,494,901 | | | | — | | | | — | | | | — | | | | 15,304,672 | | | | 45,799,573 | | | | — | |
Murra Warra Asset Hold Trust | | | 13,186,543 | | | | 14,009,086 | | | | — | | | | — | | | | — | | | | 7,978,973 | | | | 21,988,059 | | | | — | |
Murra Warra II Asset Hold Trust | | | 5,402,025 | | | | — | | | | 1,616,313 | | | | — | | | | — | | | | 8,229 | | | | 1,624,542 | | | | — | |
Murra Warra Project Hold Trust | | | 429,366 | | | | 3,502,274 | | | | — | | | | — | | | | — | | | | 1,994,742 | | | | 5,497,016 | | | | — | |
Murra Warra II Project Hold Trust | | | 10 | | | | — | | | | 404,078 | | | | — | | | | — | | | | 2,058 | | | | 406,136 | | | | — | |
OHCP IV SF COI, L.P.(3) | | | — | | | | 16,819,852 | | | | — | | | | — | | | | — | | | | 8,181,499 | | | | 25,001,351 | | | | — | |
Onecall Holdings, L.P.(3) | | | — | | | | 71,681,769 | | | | — | | | | — | | | | — | | | | 43,733,423 | | | | 115,415,192 | | | | — | |
PG BRPC Investment, LLC | | | 32,079 | | | | 31,440,647 | | | | — | | | | — | | | | — | | | | 12,518,576 | | | | 43,959,223 | | | | — | |
33
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Notes to Consolidated Financial Statements – September 30, 2020 (Unaudited) (continued)
7. Affiliated Investments (continued)
| | Shares/ Principal as of September 30, 2020 | | | Fair Value as of March 31, 2020 | | | Gross Additions(1) | | | Gross Reductions(2) | | | Realized Gains/ Losses | | | Change in Unrealized Gains (Losses) | | | Fair Value as of September 30, 2020 | | | Affiliated Income/ Accretion of Discount | |
PG Lion Management Warehouse S.C.S(3)(6) | | | — | | | $ | 944,704 | | | $ | — | | | $ | — | | | $ | — | | | $ | 426,536 | | | $ | 1,371,240 | | | $ | — | |
Polyusus Lux XVI S.a.r.l. | | | 289,102,341 | | | | 24,494,283 | | | | — | | | | — | | | | — | | | | (5,145,148 | ) | | | 19,349,135 | | | | — | |
Quadriga Capital IV Investment Holding II L.P.(3) | | | — | | | | 30,420,817 | | | | — | | | | — | | | | — | | | | 10,631,027 | | | | 41,051,844 | | | | — | |
Root JVCo S.à r.l. | | | 8,243,200 | | | | — | | | | 60,440,890 | | | | — | | | | — | | | | (21,038 | ) | | | 60,419,852 | | | | — | |
Safe Fleet Holdings LLC(7) | | | 2,900,687 | | | | 2,497,087 | | | | 671 | | | | (27,313 | ) | | | 65 | | | | 277,132 | | | | 2,747,642 | | | | 59,970 | |
SnackTime PG Holdings, Inc. | | | 12 | | | | 53,794,557 | | | | — | | | | — | | | | — | | | | 31,354,429 | | | | 85,148,986 | | | | — | |
Total Non-Controlled Affiliates | | | | | | $ | 1,030,123,350 | | | $ | 68,775,366 | | | $ | (46,379,328 | ) | | $ | 35,744,090 | | | $ | 268,071,345 | | | $ | 1,356,334,823 | | | $ | 38,636,563 | |
(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. |
(4) | Investment was exited during the period ended September 30, 2020. |
(5) | The financial statements for the period ended March 31, 2020 incorrectly reflected this investment as an unaffiliated investment rather than an affiliated investment. Fund management has evaluated the impact of this misstatement on the previously issued financial statements as of and for the year ended March 31, 2020 taken as a whole and concluded that such financial statements were not materially misstated. However, in order to correctly present affiliated investments, the above table has been revised to appropriately reflect the investment as an affiliated investment as of March 31, 2020. |
(6) | Luxembourg Investment Company 285 S.à.r.l, Luxembourg Investment Company 314 S.à.r.l and PG Lion Management Warehouse S.C.S. are related to the same investment. |
(7) | This investment is associated with OHCP IV SF COI, L.P. |
8. 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 pursuant to an Accounting and Administration Agreement between the Fund and the Administrator. For its services the Administrator receives a fixed monthly fee that is based upon average net assets of the Fund, fees on portfolio transactions, as well as reasonable out of pocket expenses. For the six months ended September 30, 2020, the Fund accumulated $2,362,306 in administration and accounting fees due to the Administrator.
9. Investment Transactions
Total purchases of investments for the six months ended September 30, 2020 amounted to $435,301,613. Total distribution proceeds from sale, redemption, or other disposition of investments for the six months ended September 30, 2020 amounted to $399,562,200. Total purchases and sales of short-term investments amounted to $0 and $200,000,000, respectively, for the six months ended September 30, 2020. 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 Private Equity Fund Investments as to the amounts of taxable income allocated to the Fund as of September 30, 2020.
34
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Notes to Consolidated Financial Statements – September 30, 2020 (Unaudited) (continued)
10. 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.
11. Commitments
As of September 30, 2020, the Fund had funded $6,389,896,930 or 84.7% of the $7,546,144,761 of its total commitments to Private Equity Investments. With respect to its (i) Direct Investments it had funded $4,715,116,803 of $4,826,980,249 in total commitments, (ii) Secondary Investments it had funded $855,640,018 of $974,234,637 in total commitments, and (iii) Primary Investments it had funded $819,140,110 of $1,744,929,875 in total commitments, in each case, as of September 30, 2020.
12. 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 its available capital in Private Equity Investments. Typically, these investments are in restricted securities that are not traded in public markets and are 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 is 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. Except where a market exists for the securities in which the Fund is directly or indirectly invested, the valuations of the Fund’s investments are estimated. Due to the inherent uncertainty in estimated valuations, those valuations may differ from the valuations that would have been used had a ready market for the securities existed, and the differences could be material.
Investments in Units provide limited liquidity. It is currently intended that Members will be able to redeem Units only through quarterly offers by the Fund to purchase a limited number of Units. Those offers are at the discretion of the Board on the recommendation of the Adviser. Therefore, an 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 Fund’s investment objective will be met.
13. COVID-19
There has been increased uncertainty and disruption in the global economy and financial markets due to the COVID-19 pandemic and efforts to contain its spread that have impacted and will continue to impact the operations, financial condition, liquidity and cash flows of the Fund and its underlying portfolio companies and industries for an indefinite period of time. To the extent that the pandemic has affected the portfolio companies’ estimated performance and valuation multiples to date, these effects are reflected in the financial statements in the filing. The ongoing effects of the pandemic on the accounting and business performance of the portfolio companies and the industries, countries or market sectors in which they operate continue to develop, and the duration and full impact of the pandemic remain unknown. Some of these companies and industries may be harmed financially from the pandemic, while others may benefit financially. The Fund is broadly diversified across hundreds of issuers. Given this portfolio diversification and based on current information, management is currently unaware of any significant concentration of risk related to COVID-19.
The Fund is unable to predict the full impact that COVID-19 will have on the Fund’s operations, financial condition, liquidity, and cash flows because of uncertainties about the duration and severity of the pandemic. These and other factors will be updated from time to time in periodic filings with the SEC.
35
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Notes to Consolidated Financial Statements – September 30, 2020 (Unaudited) (continued)
14. Tax Information
As of September 30, 2020, for U.S. federal income tax purposes, the Fund’s aggregate unrealized appreciation and depreciation on its investments based on cost were as follows:
| | Investments | | | Forward Foreign Currency Contracts | |
Tax Cost | | $ | 4,415,652,400 | | | $ | 991,030,854 | |
Gross unrealized appreciation | | | 1,476,574,786 | | | | 8,207,694 | |
Gross unrealized depreciation | | | (185,927,856 | ) | | | — | |
Net unrealized investment appreciation | | $ | 1,290,646,930 | | | $ | 8,207,694 | |
The tax cost of the Fund’s investments as of September 30, 2020, approximates their amortized cost.
15. Subsequent Events
On July 13, 2020, the Board approved a Plan of Reorganization, which contemplates the reorganization of Partners Group Private Income Opportunities, LLC (the “Acquired Fund,” and together with the Fund, the “Funds”) into the Fund. The reorganization is expected to take effect on or about December 31, 2020, subject to the approval of the Acquired Fund’s shareholders and the satisfaction of applicable regulatory requirements and other customary closing conditions. The reorganization does not require the approval of the Fund’s unitholders.
After considering the recommendation of the Adviser, the Board concluded that the reorganization would be in the best interests of the Fund and its unitholders and that the value of the unitholders’ interests will not be diluted as a result of the reorganization. It is currently anticipated that the reorganization will be effected on a tax-free basis for federal income tax purposes.
36
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Fund Expenses — for the period from April 1, 2020 through September 30, 2020 (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 period ended September 30, 2020.
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 (4/1/20) | Ending Account Value (9/30/20) | Expenses Paid During the Period* | Annualized Net Expense Ratio** |
Actual | | | | |
Class A Shares | $1,000.00 | $1,220.80 | $23.15 | 4.16% |
Class I Shares | $1,000.00 | $1,225.00 | $19.22 | 3.45% |
| Beginning Account Value (4/1/20) | Ending Account Value (9/30/20) | Expenses Paid During the Period* | Annualized Net Expense Ratio** |
Hypothetical (5% annual return before expenses) | | | | |
Class A Shares | $1,000.00 | $1,004.22 | $20.89 | 4.16% |
Class I Shares | $1,000.00 | $1,007.79 | $17.34 | 3.45% |
* | 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 183/365 (to reflect the one-half year period). The Example assumes that the $1,000 was invested at the net asset value per share determined at the opening of business on April 1, 2020. |
** | Annualized ratio of expenses to average net assets for the period from April 1, 2020 through September 30, 2020. The expense ratio includes the effect of expenses waived or reimbursed by the Fund’s investment adviser. |
37
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 as an exhibit to its reports on Form N-PORT. The Fund’s Form N-PORT (and its predecessor form, Form N-Q) is available on the SEC’s website at www.sec.gov.
38
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ITEM 2. CODE OF ETHICS.
Not applicable.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
Not applicable.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Not applicable.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable.
ITEM 6. 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.
Not applicable.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
(a) Not applicable.
(b) Not applicable.
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 (17 CFR 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 was no change 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 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. DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 13. EXHIBITS.
(a)(1) Not applicable.
(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.
(a)(3) Not applicable.
(a)(4) Not applicable.
(b) Not applicable.
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: | December 2, 2020 | |
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: | December 2, 2020 | |
| | |
By (Signature and Title)* | /s/ Justin Rindos | |
| Justin Rindos, Chief Financial Officer | |
| (Principal Financial Officer) | |
| | |
Date: | December 2, 2020 | |
| * | Print the name and title of each signing officer under his or her signature. |