UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act file number 811-22241
Partners Group Private Equity (Master Fund), LLC
(Exact name of registrant as specified in charter)
c/o Partners Group (USA) Inc.
1114 Avenue of the Americas, 37th Floor
New York, NY 10036
(Address of principal executive offices) (Zip code)
Robert M. Collins
1114 Avenue of the Americas, 37th Floor
New York, NY 10036
(Name and address of agent for service)
Registrant's telephone number, including area code: (212) 908-2600
Date of fiscal year end: March 31
Date of reporting period: March 31, 2022
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.
(a) The Report to Shareholders is attached herewith.
PARTNERS GROUP PRIVATE EQUITY (MASTER FUND), LLC
(a Delaware Limited Liability Company)
Annual Report
For the Year Ended March 31, 2022
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 Year Ended March 31, 2022
| |
Report of Independent Registered Public Accounting Firm | 1 |
Management’s Discussion of Fund Performance | 2-5 |
Consolidated Schedule of Investments | 6-28 |
Consolidated Statement of Assets and Liabilities | 29 |
Consolidated Statement of Operations | 30 |
Consolidated Statements of Changes in Net Assets | 31 |
Consolidated Statement of Cash Flows | 32 |
Consolidated Financial Highlights | 33-34 |
Notes to Consolidated Financial Statements | 35-50 |
Fund Expenses | 51 |
Fund Management | 52-53 |
Other Information | 54-58 |
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Report of Independent Registered Public Accounting Firm
For the Year Ended March 31, 2022
To the Board of Managers and Members of
Partners Group Private Equity (Master Fund), LLC
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated statement of assets and liabilities, including the consolidated schedule of investments, of Partners Group Private Equity (Master Fund), LLC and its subsidiaries (the “Fund”) as of March 31, 2022, the related consolidated statements of operations and cash flows for the year ended March 31, 2022, the consolidated statement of changes in net assets for each of the two years in the period ended March 31, 2022, including the related notes, and the consolidated financial highlights for each of the five years in the period ended March 31, 2022 (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Fund as of March 31, 2022, the results of their operations and their cash flows for the year then ended, the changes in their net assets for each of the two years in the period ended March 31, 2022 and the financial highlights for each of the five years in the period ended March 31, 2022 in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our procedures included confirmation of securities owned as of March 31, 2022 by correspondence with the custodian, portfolio company investees, private equity funds or agent banks; when replies were not received from the custodian, portfolio company investees, private equity funds or agent banks, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.
/s/PricewaterhouseCoopers LLP
Dallas, Texas
May 31, 2022
We have served as the auditor of one or more investment companies in the Partners Group investment company group since 2010.
1
Partners Group Private Equity (Master Fund), LLC
Management’s Discussion of Fund Performance (Unaudited)
March 31, 2022
Dear Members1,
Partners Group is pleased to present the Partners Group Private Equity (Master Fund), LLC (the “Fund”) annual report for the fiscal year ended March 31, 2022. The Fund (Class I)2 produced a 18.95% total return for the fiscal year and finished the year with $12.07 billion of net assets. The Fund intends to declare dividends each year equal to all or substantially all of its taxable income. As such, in December 2021 the Fund distributed $0.4785 per share to investors, entirely composed of long-term capital gains.
Management commentary
During the fiscal year, while the recovery has been strong, challenging economic conditions have persisted or arisen, including COVID-19, inflationary pressures, Russia’s invasion of Ukraine in February, and resulting international tensions in Europe and beyond.
In 2021, the financial markets continued to rebound from the COVID-19 pandemic. Outside of hospitality and leisure – sectors to which the Fund has very limited exposure – companies under private equity ownership demonstrated great resilience during the volatile market conditions. This was particularly the case for sectors benefiting from transformative trends, such as digitization, that have been amplified by COVID-19. As a result, company valuations and competition for investments in these sectors increased. In this favorable but competitive environment, the Fund (Class I) posted its strongest calendar-year net investment total return since inception for the calendar year 2021 (+25.2% in Class I).
In the first quarter of 2022, economic and political risks have emerged that are making the near-term outlook challenging. The post-pandemic growth momentum appears to be fading. Inflation surged to multi-decade highs in the US and many other advanced countries. Russia’s invasion of Ukraine has created ongoing energy insecurity and supply disruptions, further exacerbating inflationary pressures. China’s zero-Covid policy is depressing its economic activity. Accentuating these economic headwinds, capital markets have priced in sizeable expected interest rate increases by the Federal Reserve and other central banks during 2022 and 2023. As a result, equity and fixed income markets have come under pressure during the last quarter of the fiscal year.
2
Partners Group Private Equity (Master Fund), LLC
Management’s Discussion of Fund Performance (Unaudited)
March 31, 2022 (continued)
Although no single investment benchmark exists that is closely comparable to the Fund, the Fund outperformed the MCSI World TR index by 8.9% in the fiscal year ended March 31, 2022 (see below).
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| Annualized Total Return as of March 31, 20222 |
| 1 Year | 5 Year | 10 Year |
PGPE Class I NAV Based TR | 19.0% | 14.1% | 12.8% |
PGPE Class A NAV Based TR | 18.1% | 13.3% | n.a.3 |
PGPE Class A NAV Based TR with Sales Load5 | 14.0% | 12.5% | n.a.3 |
MSCI World TR4 | 10.1% | 12.4% | 10.9% |
Portfolio positioning
The Fund employs a three-pronged “top-down” investment strategy along with a “bottom-up” investment process. First, capital market assumptions are used to guide the long-term strategic asset allocation. Second, the relative attractiveness of available investments determines our tactical asset allocation in the near term. As has been the case since the Fund’s inception, our relative value views may vary across asset class, investment type, geography, or position in the capital structure. Third, thematic sourcing identifies specific opportunities that we expect to benefit from transformative trends, leading to sustainable, above-average growth. We believe that the flexibility afforded by the Fund’s ability to make Direct Investments and primary and secondary Private Equity Fund Investments in a variety of markets, regions and sectors, will continue to help the Fund achieve its investment objectives.
3
Partners Group Private Equity (Master Fund), LLC
Management’s Discussion of Fund Performance (Unaudited)
March 31, 2022 (continued)
Private equity
The Fund’s largest investment allocation during the fiscal year remained Private Equity Investments. Although all segments of the Fund’s portfolio contributed to the positive performance, the most significant contributor was Private Equity Investments
Within Private Equity Investments, Direct Equity remained the largest exposure followed by Primary and Secondary Fund Investments. The main driver of the Fund’s performance in the fiscal year was the sizeable returns from exiting Direct Equity investments in a period of heightened transaction activity. This activity also yielded strong returns for Primary Private Equity Fund Investments. Careful selection of themes, combined with our hands-on work with the Fund’s portfolio companies, has guided the portfolio during the pandemic, resulting in a significant EBITDA growth in 2021.
From a sector perspective, the Fund maintained its overweight in healthcare and technology. Infrastructure investments also were made within the Private Equity Investment portfolio, with a similar focus on direct investments in growth areas such as digital infrastructure and energy transition.
Direct debt
Given the decline in the expected returns on Direct Debt that were observed during 2021, the Fund decreased its allocation to this segment. The Fund also reallocated the remaining portion of Direct Debt into subsegments with a higher return, which helped increase the portfolio return for the fiscal year. However, as benchmark rates are rising and market volatility is increasing, the Direct Debt allocation may increase in 2022.
Other investments
The Fund continues to make small allocations to other, typically more liquid, investments such as common stocks (primarily listed private equity), and, to a much lesser extent, asset-backed securities. Within the listed private equity portfolio, alternative investments managers were the best performers in 2021, as they benefitted from continued strong fundraising and the attractive exit environment.
Looking ahead
Over the near term, we expect the Federal Reserve to increase the Fed Funds rate to 2-3% and to reduce the size of its balance sheet (“quantitative tightening”). In our view, these measures should suffice to prevent a severe uptick in inflation expectations. We believe that as rates increase, capital markets volatility will remain and valuations will come under pressure.
The core of our investment strategy remains unchanged: we adopt a thematic approach to identify areas of above-average growth and we focus on fundamental operational strength, resilience, and value-creation opportunities in segments of the economy that we believe benefit from transformative trends.
If inflation remains elevated, corporate margins may be tested. We believe that pricing power will be key to maintaining profitability in an inflationary environment. Real assets, such as private infrastructure investments, could also provide protection as many of these investments are supported by revenue streams that increase with inflation. Across all asset classes, we intend to take advantage of market dislocations that yield investment opportunities that exhibit discounts and lower entry valuations, including accelerating add-on acquisition strategies for certain current investments.
4
Partners Group Private Equity (Master Fund), LLC
Management’s Discussion of Fund Performance (Unaudited)
March 31, 2022 (continued)
In an uncertain market environment, we maintain the conviction that our thematic investing approach and fundamental underwriting discipline mitigates downside risks. We also are prepared to capitalize on market dislocations that could bring opportunities with greater return potential.
We appreciate the trust and confidence you have demonstrated in Partners Group by your investment in the Fund. Thank you for your continued support. If you have any additional questions or comments, we invite you to contact your Partners Group representative directly or email the team at DLPGPEOperations@partnersgroup.com.
Sincerely,
Partners Group (USA) Inc.
Note: Data as of March 31, 2022.
1. | Terms used but not defined in this letter have the meanings set forth in the Notes to the Fund’s Financial Statements for the fiscal year ended March 31, 2022 hereinafter appearing. |
2. | Past performance is not indicative of future results. Returns shown do not reflect the deduction of taxes that a shareholder would pay on the Fund’s distributions or the sale of Fund shares. All figures are net of all fees including advisory and incentive fees and fund expenses. Performance reflects expense reimbursements and/or fees waived by the adviser, without which performance would be lower. There is no assurance that similar results will be achieved in the future. Certain statements in this commentary are forward-looking statements. The forward-looking statements and other views expressed herein are those of Fund management as of the date of this letter. Actual future results or occurrences may differ significantly from those anticipated in any forward-looking statements, and there is no guarantee that any predictions will come to pass. The views expressed herein are subject to change at any time, due to numerous market and other factors. The Fund disclaims any obligation to update publicly or revise any forward-looking statements or views expressed herein. There can be no assurance that the Fund will achieve its investment objectives. |
3. | The inception date of Class A is December 31, 2016. |
4. | The MSCI World Index captures large and mid cap representation across 23 Developed Markets (DM) countries. With 1,539 constituents, the index covers approximately 85% of the free float-adjusted market capitalization in each country. DM countries include: Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, the UK and the US. The MSCI World Index was launched on Mar 31, 1986. Data prior to the launch date is back-tested data (i.e. calculations of how the index might have performed over that time period had the index existed). There are frequently material differences between back-tested performance and actual results. Past performance — whether actual or back-tested — is no indication or guarantee of future performance. The index is unmanaged and does not include fees. Investors may not invest in the index directly. The index does not serve as a benchmark for the Fund and the index performance is presented for illustrative purposes only. |
5. | Assumes Maximum Placement Fee for Class A of 3.50%. |
5
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Consolidated Schedule of Investments –
March 31, 2022
INVESTMENT PORTFOLIO AS A PERCENTAGE OF TOTAL NET ASSETS
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Common Stocks (1.54%) North America (0.85%) | Industry | | Acquisition Date | | | Shares | | | Fair Value | |
American Tower Corp. | Communication | | | 05/29/20 | | | | 21,933 | | | $ | 5,515,053 | |
American Water Works Co., Inc. | Utilities | | | 02/16/16 | | | | 47,317 | | | | 7,832,383 | |
Ares Capital Corp. | Diversified Financial Services | | | 02/16/16 | | | | 229,577 | | | | 5,743,402 | |
Ares Management Corp. | Diversified Financial Services | | | 06/28/19 | | | | 43,580 | | | | 3,540,003 | |
Atmos Energy Corp. | Utilities | | | 02/16/16 | | | | 77,187 | | | | 10,198,164 | |
Blackstone Group, Inc. | Diversified Financial Services | | | 07/12/19 | | | | 45,845 | | | | 5,818,647 | |
Brookfield Business Partners LP | Diversified Financial Services | | | 12/16/21 | | | | 52,964 | | | | 1,798,828 | |
Canadian National Railway Co. | Transportation | | | 05/14/19 | | | | 58,386 | | | | 7,827,551 | |
CMS Energy Corp. | Utilities | | | 11/01/19 | | | | 68,163 | | | | 5,682,442 | |
Crown Castle International Corp. | Communication | | | 02/16/16 | | | | 31,741 | | | | 5,860,341 | |
Enbridge, Inc. | Utilities | | | 02/16/16 | | | | 55,486 | | | | 2,556,588 | |
Equinix Inc | Diversified Financial Services | | | 07/31/20 | | | | 5,388 | | | | 3,995,902 | |
Fifth Street Finance Corp | Diversified Financial Services | | | 04/07/21 | | | | 356,943 | | | | 2,630,670 | |
Fortis Inc. | Utilities | | | 12/18/17 | | | | 99,204 | | | | 4,908,510 | |
Golub Capital BDC Inc | Diversified Financial Services | | | 02/24/22 | | | | 142,000 | | | | 2,158,400 | |
HarbourVest Global Private Equity | Diversified Financial Services | | | 12/21/18 | | | | 82,676 | | | | 2,840,150 | |
KKR & Co., Inc. | Diversified Financial Services | | | 02/16/16 | | | | 71,534 | | | | 4,181,878 | |
Onex Corporation | Diversified Financial Services | | | 02/16/16 | | | | 17,576 | | | | 1,174,017 | |
Republic Services Inc. | Commercial & Professional Services | | | 08/28/17 | | | | 46,358 | | | | 6,142,435 | |
Roblox Corp. | Software | | | 03/29/21 | | | | 22,445 | | | | 1,037,857 | |
TC Energy Corp. | Utilities | | | 11/01/19 | | | | 45,416 | | | | 2,563,481 | |
Union Pacific Corp. | Transportation | | | 06/29/16 | | | | 17,379 | | | | 4,748,117 | |
Waste Management Inc | Utilities | | | 07/02/20 | | | | 26,716 | | | | 4,235,555 | |
Total North America (0.85%) | | | | | | | | | | | | 102,990,374 | |
| | | | | | | | | | | | | |
Western Europe (0.69%) |
3i Group Plc | Diversified Financial Services | | | 10/01/20 | | | | 175,294 | | | | 3,202,417 | |
Aena SA | Transportation | | | 12/21/18 | | | | 41,641 | | | | 6,990,618 | |
Apax Global Alpha Ltd | Diversified Financial Services | | | 01/19/21 | | | | 485,904 | | | | 1,311,069 | |
BBGI SICAV S.A. | Diversified Financial Services | | | 03/21/19 | | | | 2,696,279 | | | | 5,376,946 | |
Bridgepoint Group Ltd | Financial Services | | | 07/22/21 | | | | 209,449 | | | | 967,624 | |
Cellnex Telecom SA | Communication | | | 05/15/19 | | | | 179,250 | | | | 8,713,674 | |
EQT AB | Diversified Financial Services | | | 04/06/20 | | | | 40,418 | | | | 1,607,209 | |
Gimv N.V. | Diversified Financial Services | | | 02/12/16 | | | | 31,933 | | | | 1,935,520 | |
HBM Healthcare Investments AG | Diversified Financial Services | | | 04/07/20 | | | | 4,834 | | | | 1,444,710 | |
HgCapital Trust PLC | Diversified Financial Services | | | 02/12/16 | | | | 1,230,977 | | | | 7,056,015 | |
HICL Infrastructure Co Ltd | Diversified Financial Services | | | 03/30/16 | | | | 1,733,870 | | | | 4,062,168 | |
ICG Graphite Enterprise Trust PLC | Diversified Financial Services | | | 02/12/16 | | | | 119,861 | | | | 1,785,853 | |
Intermediate Capital Group PLC | Diversified Financial Services | | | 12/12/16 | | | | 98,453 | | | | 2,313,717 | |
Investment AB Kinnevik | Diversified Financial Services | | | 04/06/20 | | | | 145,117 | | | | 3,072,629 | |
Investor AB | Diversified Financial Services | | | 08/28/17 | | | | 160,160 | | | | 3,541,897 | |
Italgas SpA | Utilities | | | 05/29/20 | | | | 239,023 | | | | 1,555,095 | |
The accompanying notes are an integral part of these Consolidated Financial Statements.
6
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Consolidated Schedule of Investments –
March 31, 2022 (continued)
Common Stocks (continued) Western Europe (continued) | Industry | | Acquisition Date | | | Shares | | | Fair Value | |
National Grid PLC | Utilities | | | 02/12/16 | | | | 378,176 | | | $ | 5,834,680 | |
NB Private Equity Partners Ltd | Diversified Financial Services | | | 11/06/19 | | | | 137,871 | | | | 3,003,256 | |
Orsted AS | Utilities | | | 06/15/21 | | | | 8,156 | | | | 1,037,989 | |
Pantheon International Participations Plc | Diversified Financial Services | | | 11/04/19 | | | | 480,330 | | | | 1,988,299 | |
Spotify Technology SA | Software | | | 03/01/21 | | | | 2,727 | | | | 137,150 | |
Terna Rete Elettrica Nazionale SpA | Utilities | | | 01/05/18 | | | | 774,420 | | | | 6,705,826 | |
Vinci SA | Transportation | | | 02/12/16 | | | | 95,375 | | | | 8,859,539 | |
Wendel SA | Diversified Financial Services | | | 02/12/16 | | | | 5,438 | | | | 560,030 | |
Total Western Europe (0.69%) | | | | | | | | | | | | 83,063,930 | |
| | | | | | | | | | | | | |
Total Common Stocks (Cost $138,564,191)(1.54%) | | | | | | | | | | | $ | 186,054,304 | |
Asset-Backed Securities (0.51%) | Interest | | Acquisition Date | | | Maturity Date | | Investment Type | | Principal | | | Fair Value | |
North America (0.20%) |
ARES LI CLO Ltd. ***, + | 6.85% + L^^ | | | 07/26/21 | | | | 07/15/34 | | Series 2019-51A, Class ER | | $ | 500,000 | | | $ | 504,782 | |
CIFC Funding 2021-VI Ltd. ***, + | 6.25% + L^^ | | | 09/22/21 | | | | 10/15/34 | | Series 2021-6A, Class E | | | 1,500,000 | | | | 1,511,169 | |
Dryden 95 CLO Ltd ***, + | 6.15% + L^^ | | | 08/02/21 | | | | 08/20/34 | | Series 2021-95A, Class E | | | 1,500,000 | | | | 1,456,496 | |
Magnetite CLO Ltd ***, + | 6.20% + L^^ | | | 10/01/21 | | | | 10/25/34 | | Series 2021-30A, Class E | | | 1,625,000 | | | | 1,628,051 | |
Magnetite XXIV Ltd ***, + | 3.05% + SFvv | | | 02/04/22 | | | | 04/15/35 | | Series 2019-24A, Class DR | | | 2,600,000 | | | | 2,621,626 | |
Magnetite XXIV Ltd ***, + | 6.40% + SFvv | | | 02/04/22 | | | | 04/15/35 | | Series 2019-24A, Class ER | | | 4,000,000 | | | | 4,009,972 | |
Magnetite XXVI Ltd ***, + | 5.95% + L^^ | | | 08/02/21 | | | | 07/25/34 | | Series 2020-26A, Class ER | | | 1,000,000 | | | | 972,257 | |
Neuberger Berman CLO XXI Ltd ***, + | 3.30% + L^^ | | | 04/02/21 | | | | 04/20/34 | | Series 2016-21A, Class DR2 | | | 500,000 | | | | 505,405 | |
Neuberger Berman CLO XXI Ltd ***, + | 6.46% + L^^ | | | 04/02/21 | | | | 04/20/34 | | Series 2016-21A, Class ER2 | | | 1,000,000 | | | | 990,540 | |
Neuberger Berman Loan Advisers CLO 45 Ltd. ***, + | 6.25% + L^^ | | | 10/07/21 | | | | 10/14/35 | | Series 2021-45A, Class E | | | 1,000,000 | | | | 1,001,219 | |
Ocean Trails CLO IX ***, + | 7.45% + L^^ | | | 09/22/21 | | | | 10/15/34 | | Series 2020-9A, Class ER | | | 3,507,264 | | | | 3,416,847 | |
Southwick Park CLO LLC ***, + | 6.25% + L^^ | | | 11/16/21 | | | | 07/20/32 | | Series 2019-4A, Class ER | | | 1,800,000 | | | | 1,760,770 | |
Symphony CLO XXV Ltd. ***, + | 3.60% + L^^ | | | 03/12/21 | | | | 04/19/34 | | Series 2021-25A, Class D | | | 1,000,000 | | | | 1,009,196 | |
Symphony CLO XXV Ltd. ***, + | 6.50% + L^^ | | | 03/12/21 | | | | 04/19/34 | | Series 2021-25A, Class E | | | 500,000 | | | | 500,928 | |
Tallman Park CLO Ltd ***, + | 6.35% + L^^ | | | 04/09/21 | | | | 04/20/34 | | Series 2021-1A, Class E | | | 1,500,000 | | | | 1,496,971 | |
Wellman Park CLO Ltd ***, + | 6.25% + L^^ | | | 05/10/21 | | | | 07/15/34 | | Series 2021-1A, Class E | | | 1,000,000 | | | | 987,573 | |
Total North America (0.20%) | | | | | | | | | | | | | | | | | 24,373,802 | |
| | | | | | | | | | | | | | | | | | |
Western Europe (0.31%) |
Aurium CLO IX DAC ***, +, f | 6.70% + E## | | | 02/23/22 | | | | 10/28/34 | | Series 9A, Class E | | | 1,750,000 | | | | 1,907,328 | |
Aurium CLO V Designated Activity Co. ***, + | 3.50% + E## | | | 03/08/21 | | | | 04/17/34 | | Series 5A, Class DR | | | 1,000,000 | | | | 1,089,648 | |
Aurium CLO V Designated Activity Co. ***, + | 6.16% + E## | | | 03/08/21 | | | | 04/17/34 | | Series 5A, Class ER | | | 1,500,000 | | | | 1,611,865 | |
Aurium CLO VII DAC ***, + | 5.86% + E## | | | 02/04/22 | | | | 05/15/34 | | Series 7A, Class E | | | 1,521,243 | | | | 1,610,934 | |
Avoca CLO XXV DAC ***, + | 6.14% + E## | | | 10/20/21 | | | | 10/15/34 | | Series 25A, Class E | | | 1,600,000 | | | | 1,706,502 | |
Avoca CLO XXVI DAC ***, +, f | 6.51% + E## | | | 02/23/22 | | | | 04/15/35 | | Series 26A, Class E | | | 750,000 | | | | 822,848 | |
Avoca CLO XXVI DAC ***, +, f | 9.12% + E## | | | 02/23/22 | | | | 04/15/35 | | Series 26A, Class F | | | 1,200,000 | | | | 1,277,320 | |
Blackrock European CLO VIII DAC ***, + | 6.26% + E## | | | 02/03/22 | | | | 01/20/36 | | Series 8A, Class ER | | | 2,500,000 | | | | 2,655,538 | |
Blackrock European CLO VIII DAC ***, + | 3.30% + E## | | | 02/03/22 | | | | 01/20/36 | | Series 8A, Class DR | | | 1,000,000 | | | | 1,088,819 | |
Boyce Park CLO Ltd ***, + | 6.25% + SFvv | | | 01/28/22 | | | | 04/21/35 | | Series 2022-1A, Class E | | | 2,625,000 | | | | 2,625,127 | |
Boyce Park CLO Ltd ***, + | 3.10% + SFvv | | | 01/28/22 | | | | 04/21/35 | | Series 2022-1A, Class D | | | 2,500,000 | | | | 2,518,051 | |
Carlyle Euro CLO 2021-1 DAC ***, + | 6.12% + E## | | | 05/01/21 | | | | 04/15/34 | | Series 2021-1A, Class D | | | 333,000 | | | | 349,444 | |
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 –
March 31, 2022 (continued)
Asset-Backed Securities (continued) | Interest | | Acquisition Date | | | Maturity Date | | Investment Type | | Principal | | | Fair Value | |
Western Europe (0.31%) (continued) |
Carlyle Euro CLO 2021-2 DAC ***, + | 6.25% + E## | | | 09/27/21 | | | | 10/15/35 | | Series 2021-2A, Class D | | $ | 3,000,000 | | | $ | 3,257,093 | |
Carlyle Global Market Strategies 2015-1 Ltd ***, + | 0.00% | | | 01/20/22 | | | | 01/16/33 | | Series 2015-1A, Class SUB | | | 3,000,000 | | | | 1,591,779 | |
Carlyle Global Market Strategies 2015-1 Ltd ***, + | 5.50% + E## | | | 01/20/22 | | | | 01/16/33 | | Series 2015-1A, Class DR | | | 1,502,063 | | | | 1,553,110 | |
Carysfort Park CLO ***, + | 6.14% + E## | | | 03/12/21 | | | | 07/28/34 | | Series 2021-1A, Class D | | | 500,000 | | | | 528,349 | |
Elm Park CLO ***, + | 6.16% + E## | | | 03/26/21 | | | | 04/15/34 | | Series 1A, Class DRR | | | 666,000 | | | | 697,269 | |
Elm Park CLO ***, + | 3.50% + E## | | | 03/26/21 | | | | 04/15/34 | | Series 1A, Class CRR | | | 1,000,000 | | | | 1,086,001 | |
Madison Park EUR Funding XVI DAC ***, + | 6.02% + E## | | | 04/15/21 | | | | 05/25/34 | | Series 16A, Class E | | | 1,406,000 | | | | 1,483,599 | |
Otranto Park CLO ***, + | 7.05% + E## | | | 03/04/22 | | | | 05/15/35 | | Series 1A, Class E | | | 1,172,000 | | | | 1,264,331 | |
Otranto Park CLO ***, + | 4.15% + E## | | | 03/04/22 | | | | 05/15/35 | | Series 1A, Class D | | | 750,000 | | | | 834,109 | |
Palmer Square European Loan Funding 2021-1 DAC ***, + | 5.95% + E## | | | 08/02/21 | | | | 04/15/31 | | Series 2021-1A, Class E | | | 714,000 | | | | 791,043 | |
Palmer Square European Loan Funding 2021-2 DAC ***, + | 8.05% + E## | | | 10/15/21 | | | | 07/15/31 | | Series 2021-2A, Class F | | | 375,000 | | | | 407,613 | |
Palmer Square European Loan Funding 2021-2 DAC ***, + | 5.90% + E## | | | 10/15/21 | | | | 07/15/31 | | Series 2021-2A, Class E | | | 625,000 | | | | 687,210 | |
Palmer Square European Loan Funding 2022-1 DAC ***, +, f | 7.37% + E## | | | 03/17/22 | | | | 10/15/31 | | Series 2022-2A, Class E | | | 1,500,000 | | | | 1,618,171 | |
Palmer Square European Loan Funding 2022-1 DAC ***, + | 5.90% + E## | | | 02/03/22 | | | | 10/15/31 | | Series 2022-1A, Class E | | | 667,000 | | | | 706,944 | |
Palmer Square European Loan Funding 2022-1 DAC ***, + | 8.05% + E## | | | 02/03/22 | | | | 10/15/31 | | Series 2022-1A, Class F | | | 500,000 | | | | 527,332 | |
Voya Euro CLO V DAC ***, + | 5.81% + E## | | | 08/06/21 | | | | 04/15/35 | | Series 5A, Class E | | | 417,000 | | | | 446,098 | |
Total Western Europe (0.31%) | | | | | | | | | | | | | | | | 36,743,475 | |
| | | | | | | | | | | | | | | | | | |
Total Asset-Backed Securities (Cost $62,959,837)(0.51%) | | | | | | | $ | 61,117,277 | |
Private Equity Investments (87.97%) Direct Investments * (63.73%) Direct Equity (55.61%) | Investment Type | | Acquisition Date | | | Shares | | | Fair Value** | |
Asia - Pacific (5.95%) |
AAVAS Financiers Limited +, a, e | Common equity | | | 06/23/16 | | | | 3,891,752 | | | $ | 119,014,356 | |
Argan Mauritius Limited +, a, e | Common equity | | | 05/09/16 | | | | 106,215 | | | | 24,805,494 | |
Continuity CNC Capital Ltd. +, a, c | Member interest | | | 03/03/18 | | | | — | | | | 15,370,746 | |
Continuity CNC Capital Ltd. +, a | Common equity | | | 03/03/18 | | | | 102,112 | | | | 25,879,572 | |
Huntress Co-Investment L.P., 1 +, a, b, c, e | Limited partnership interest | | | 04/08/16 | | | | — | | | | 50,389,883 | |
KKR Pebble Co-Invest L.P. +, a, c, e | Limited partnership interest | | | 05/13/21 | | | | — | | | | 19,620,041 | |
Kowloon Co-Investment, L.P. +, a, c | Limited partnership interest | | | 11/04/15 | | | | — | | | | 6,242,248 | |
Murra Warra Asset Hold Trust +, a, b, e | Common equity | | | 09/10/18 | | | | 13,186,543 | | | | 21,951,762 | |
Murra Warra II Asset Hold Trust +, a, b, e | Common equity | | | 07/30/20 | | | | 5,402,025 | | | | 14,636,008 | |
Murra Warra II Project Hold Trust +, a, b, e | Common equity | | | 07/30/20 | | | | 10 | | | | 3,659,002 | |
Murra Warra Project Hold Trust +, a, b, e | Common equity | | | 09/10/18 | | | | 429,366 | | | | 5,487,942 | |
Partners Terra Pte. Ltd. +, a, b, e | Common equity | | | 05/14/21 | | | | 1,787,445 | | | | 1,739,362 | |
PG Esmeralda Pte. Ltd. +, a, b | Common equity | | | 03/03/21 | | | | 5,433,284 | | | | 7,000,686 | |
PG Esmeralda Pte. Ltd. +, a, b | Preferred equity | | | 03/03/21 | | | | 488,996 | | | | 63,006,224 | |
Touchstone Co-Investment, L.P. +, a, c, e | Limited partnership interest | | | 12/30/16 | | | | — | | | | 3,208,253 | |
TPG Upswing Co-Invest, L.P. +, a, c | Limited partnership interest | | | 01/10/19 | | | | — | | | | 23,887,194 | |
Zenith Longitude Limited +, a, b, e | Common equity | | | 08/13/21 | | | | 6,682,671 | | | | 312,293,782 | |
Total Asia - Pacific (5.95%) | | | | | | | | | | | | 718,192,555 | |
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 –
March 31, 2022 (continued)
Private Equity Investments (continued) Direct Investments * (continued) Direct Equity (continued) | Investment Type | | Acquisition Date | | | Shares | | | Fair Value** | |
North America (26.76%) |
Alliant Insurance Services, Inc. +, a, c | Limited partnership interest | | | 12/01/21 | | | | — | | | $ | 24,094,821 | |
AP VIII Prime Security Services Holdings, L.P. +, a, c, e | Limited partnership interest | | | 05/02/16 | | | | — | | | | 11,875,394 | |
Astorg VII Co-Invest ERT +, a, c | Limited partnership interest | | | 04/28/21 | | | | — | | | | 70,852,845 | |
BCPE Hercules Holdings, LP +, a, c | Limited partnership interest | | | 07/30/18 | | | | — | | | | 54,262,266 | |
BI Gen Holdings, Inc. +, a | Common equity | | | 05/09/18 | | | | 14,561 | | | | 309,582 | |
Burger Bossco Holdings, Inc. +, a | Preferred equity | | | 12/31/20 | | | | 300 | | | | 1 | |
Burger Bossco Holdings, Inc. +, a | Common equity | | | 12/31/20 | | | | 145 | | | | 3 | |
CapitalSpring Finance Company, LLC +, a | Common equity | | | 10/03/14 | | | | 3,020,546 | | | | 4,304,708 | |
CB Poly Holdings, LLC +, a, e | Preferred equity | | | 08/16/16 | | | | 171,270 | | | | 36,156,953 | |
CB Titan MidCo Holdings, Inc. +, a | Common equity | | | 05/01/17 | | | | 56,634 | | | | 10,521 | |
CBI Parent, L.P. +, a, b | Common equity | | | 01/06/21 | | | | 1,145,918 | | | | 105,132,373 | |
CD&R Mercury Co-Investor, L.P. +, a, c, e | Limited partnership interest | | | 10/14/20 | | | | — | | | | 166,765,078 | |
Confluent Health, LLC +, a, b, e | Common equity | | | 05/30/19 | | | | 27,246 | | | | 69,586,969 | |
ConvergeOne Investment L.P. +, a | Common equity | | | 07/03/19 | | | | 3,120 | | | | 3,353,810 | |
Cure Holdings, LLC +, a | Common equity | | | 05/13/21 | | | | 241,557 | | | | 6,322,360 | |
DIF VI Co-Invest Project 2C C.V. +, a, c | Limited partnership interest | | | 03/15/22 | | | | — | | | | 43,783,284 | |
ECP Parent, LLC +, a, b | Common equity | | | 02/18/20 | | | | 105,520,023 | | | | 166,994,406 | |
Elgin Co-Investment, L.P.2 +, a, c | Limited partnership interest | | | 11/28/16 | | | | — | | | | 14,978,915 | |
EnfraGen LLC +, a, b, e | Common equity | | | 09/17/19 | | | | 37,786 | | | | 58,429,298 | |
EQT Infrastructure IV Co-Investment (B) SCSp +, a, c | Limited partnership interest | | | 03/09/20 | | | | — | | | | 115,009,391 | |
EQT IX Co-Investment (F) SCSp +, a, c, e | Limited partnership interest | | | 11/15/21 | | | | — | | | | 111,595,444 | |
EQT VIII Co-Investment (C) SCSp +, a, c | Limited partnership interest | | | 01/28/19 | | | | — | | | | 136,823,345 | |
EXW Coinvest L.P. +, a, c | Limited partnership interest | | | 06/22/16 | | | | — | | | | 20,684,142 | |
Halo Parent Newco, LLC +, a | Preferred equity | | | 02/22/22 | | | | 1,109 | | | | 14,134,627 | |
Healthgrades, Inc. +, a | Common equity | | | 01/04/19 | | | | 1,616 | | | | 195,008 | |
Icebox Holdco I Inc +, a, c | Member interest | | | 12/22/21 | | | | — | | | | 62,801,819 | |
Icebox Parent LP +, a, b, c | Limited partnership interest | | | 12/22/21 | | | | — | | | | 127,590,920 | |
Idera Parent LP +, a, b, c, e | Limited partnership interest | | | 03/02/21 | | | | — | | | | 248,243,835 | |
KDOR Merger Sub Inc. +, a | Common equity | | | 05/11/18 | | | | 481 | | | | 1 | |
KENE Holdings, L.P. +, a, c | Limited partnership interest | | | 08/08/19 | | | | — | | | | 305,405 | |
KKR Cavalry Co-Invest Blocker Parent LP +, a, c | Limited partnership interest | | | 03/24/22 | | | | — | | | | 47,583,000 | |
KKR Enterprise Co-Invest AIV A L.P. +, a, c, e | Limited partnership interest | | | 07/31/20 | | | | — | | | | 1,331,239 | |
KKR Enterprise Co-Invest L.P. +, a, e | Common equity | | | 10/09/18 | | | | 9,684 | | | | — | |
KPSKY Holdings L.P. +, a, b, e | Common equity | | | 10/19/21 | | | | 61,566 | | | | 64,375,872 | |
KSLB Holdings, LLC +, a | Common equity | | | 07/30/18 | | | | 252,000 | | | | 76,123 | |
LTF Holdings, Inc. +, a, e | Common equity | | | 01/06/20 | | | | 3,464,630 | | | | 47,889,856 | |
Matterhorn Topco, L.P. +, a | Common equity | | | 05/19/21 | | | | 88,040 | | | | 9,098,511 | |
MHS Acquisition Holdings, LLC +, a, b | Common equity | | | 03/10/17 | | | | 342 | | | | 421,846 | |
MHS Acquisition Holdings, LLC +, a, b | Preferred equity | | | 03/10/17 | | | | 33,900 | | | | 229,133 | |
MHS Blocker Purchaser L.P. +, a, b, c | Limited partnership interest | | | 03/10/17 | | | | — | | | | 50,333,181 | |
Milestone Investment Holdings, LLC +, a, e | Common equity | | | 09/23/21 | | | | 22,293,150 | | | | 25,795,781 | |
NC Ocala Co-Invest Alpha, L.P. +, a, c | Limited partnership interest | | | 11/24/21 | | | | — | | | | 63,702,253 | |
NDES Holdings, LLC +, a | Preferred equity | | | 09/19/11 | | | | 500,000 | | | | 4,802,940 | |
NTS Holding Corporation, Inc. +, a | Common equity | | | 11/21/13 | | | | 2,740 | | | | 2,581,366 | |
NTS Holding Corporation, Inc. +, a | Preferred equity | | | 04/21/17 | | | | 70 | | | | 473,334 | |
OHCP IV SF COI, L.P. +, a, b, c, e | Limited partnership interest | | | 01/31/18 | | | | — | | | | 37,604,433 | |
OMNIA Coinvest LP +, a, c, e | Limited partnership interest | | | 10/23/20 | | | | — | | | | 20,672,953 | |
Onecall Holdings, L.P. +, a, b, c | Limited partnership interest | | | 11/29/17 | | | | — | | | | 174,527,006 | |
Onex Fox, L.P. +, a, c, e | Limited partnership interest | | | 04/25/19 | | | | — | | | | 65,989,530 | |
Orion Opportunity LP +, a, c, e | Limited partnership interest | | | 09/01/21 | | | | — | | | | 40,557,973 | |
Patriot SPV, L.P. +, a, c | Limited partnership interest | | | 03/18/21 | | | | — | | | | 47,338,975 | |
The accompanying notes are an integral part of these Consolidated Financial Statements.
9
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Consolidated Schedule of Investments –
March 31, 2022 (continued)
Private Equity Investments (continued) Direct Investments * (continued) Direct Equity (continued) | Investment Type | | Acquisition Date | | | Shares | | | Fair Value** | |
North America (26.76%) (continued) |
PG BRPC Investment, LLC +, a, b, e | Common equity | | | 08/01/19 | | | | 32,079 | | | $ | 74,128,478 | |
PG Delta HoldCo, LLC +, a, b, e | Common equity | | | 06/24/21 | | | | 19,537 | | | | 22,911,377 | |
Polaris Investment Holdings, L.P +, a, c | Limited partnership interest | | | 06/07/16 | | | | — | | | | 9,862,109 | |
Safari Co-Investment L.P. +, a, c, e | Limited partnership interest | | | 03/14/18 | | | | — | | | | 12,115,451 | |
Shermco Intermediate Holdings, Inc. +, a, e | Common equity | | | 06/05/18 | | | | 11,525 | | | | 1,425,459 | |
Shingle Coinvest LP +, a, c, e | Limited partnership interest | | | 05/29/18 | | | | — | | | | 175,981,497 | |
SIH RP HoldCo LP +, a, e | Common equity | | | 09/10/19 | | | | 5,995,126 | | | | 75,933,123 | |
Silver Lake Sumeru Marlin Co-Invest Fund, L.P. +, a, c | Limited partnership interest | | | 05/14/12 | | | | — | | | | 64,833 | |
SLP West Holdings Co-Invest Feeder II, L.P. +, a, c | Limited partnership interest | | | 08/18/17 | | | | — | | | | 35,526,965 | |
SnackTime PG Holdings, Inc. +, a, b, c, e | Member interest | | | 05/23/18 | | | | — | | | | 19,278,762 | |
SnackTime PG Holdings, Inc. +, a, b, e | Common equity | | | 05/23/18 | | | | 12 | | | | 51,189,709 | |
Specialty Pharma Holdings LP +, a, b, c | Limited partnership interest | | | 04/01/21 | | | | — | | | | 109,536,317 | |
Stonepeak Tiger (Co-Invest) Holdings (I-B) L.P. +, a, c, e | Limited partnership interest | | | 08/17/21 | | | | — | | | | 38,883,353 | |
T-VIII Mercury Co-Invest LP +, a, c, e | Limited partnership interest | | | 07/29/21 | | | | — | | | | 5,096,744 | |
Thermostat Purchaser, L.P. +, a, b, c | Limited partnership interest | | | 08/31/21 | | | | — | | | | 72,743,417 | |
TKC Topco LLC +, a | Common equity | | | 10/14/16 | | | | 4,632,829 | | | | 5,952,352 | |
VEEF II Co-Invest 2-A, L.P. +, a, c | Limited partnership interest | | | 03/15/22 | | | | — | | | | 3,546,000 | |
VEPF VII Co-Invest 2-A, LP +, a, c, e | Limited partnership interest | | | 04/06/21 | | | | — | | | | 79,587,138 | |
WHCG Purchaser, LP +, a, b, c | Limited partnership interest | | | 06/22/21 | | | | — | | | | 55,125,583 | |
Woof Parent L.P. +, a | Common equity | | | 12/21/20 | | | | 1,441 | | | | 1,666,331 | |
Total North America (26.76%) | | | | | | | | | | | | 3,230,537,827 | |
| | | | | | | | | | | | | |
Rest of World (1.57%) |
Carlyle Retail Turkey Partners, L.P. +, a, c | Limited partnership interest | | | 07/11/13 | | | | — | | | | 5,068,938 | |
Zabka Polska SA +, a, e | Preferred equity | | | 09/25/19 | | | | 120,777,003 | | | | 3,089,395 | |
Zabka Polska SA +, a, e | Common equity | | | 09/25/19 | | | | 2,551,723 | | | | 181,159,128 | |
Total Rest of World (1.57%) | | | | | | | | | | | | 189,317,461 | |
| | | | | | | | | | | | | |
South America (0.08%) |
Centauro Co-Investment Fund, L.P. +, a, c | Limited partnership interest | | | 11/28/13 | | | | — | | | | 9,372,894 | |
Total South America (0.08%) | | | | | | | | | | | | 9,372,894 | |
| | | | | | | | | | | | | |
Western Europe (21.25%) |
Ark EquityCo SAS +, a, c | Limited partnership interest | | | 02/21/22 | | | | — | | | | 11,781,831 | |
Aston Lux Acquisitions S.à.r.l +, a, c | Limited partnership interest | | | 11/28/19 | | | | — | | | | 4,224,534 | |
Aston Lux Acquisitions S.à.r.l +, a | Common equity | | | 01/11/21 | | | | 218,625 | | | | 289,434 | |
Bock Capital JVCo Nature S.à r.l. +, a, b | Common equity | | | 07/01/21 | | | | 12,590,000,000 | | | | 191,870,309 | |
Camelia Investment 1 Limited +, a, b | Preferred equity | | | 10/12/17 | | | | 6,768,617,529 | | | | 136,533,605 | |
Camelia Investment 1 Limited +, a, b | Common equity | | | 10/12/17 | | | | 86,516 | | | | 47,048,544 | |
Capri Acquisitions Topco Limited +, a, e | Common equity | | | 11/01/17 | | | | 8,345,985 | | | | 139,878,728 | |
CD&R Market Co-Investor, L.P. +, a, c, e | Limited partnership interest | | | 11/10/21 | | | | — | | | | 81,462,311 | |
Ceramtec Co-Investment (1) LP +, a, c | Limited partnership interest | | | 02/20/18 | | | | — | | | | 46,633,783 | |
Ciddan S.a.r.l. +, a, e | Common equity | | | 09/15/17 | | | | 12,263,242 | | | | 74,862,341 | |
Ciddan S.a.r.l. +, a, e | Preferred equity | | | 09/15/17 | | | | 23,249,522 | | | | 28,716,975 | |
EQT Jaguar Co-Investment SCSp +, a, b, c, e | Limited partnership interest | | | 11/30/18 | | | | — | | | | 112,788,690 | |
EQT VIII Co-Investment (D) SCSp +, a, c, e | Limited partnership interest | | | 10/01/19 | | | | — | | | | 188,034,099 | |
Fides S.p.A +, a | Common equity | | | 12/15/16 | | | | 78,505 | | | | 954,391 | |
Frontmatec Holding III ApS +, a, e | Common equity | | | 09/23/16 | | | | 248,257,489 | | | | 34,401,571 | |
Global Blue Group Holding AG +, a | Common equity | | | 09/11/20 | | | | 97,250 | | | | 534,410 | |
Global Blue Holding LP +, a, c | Limited partnership interest | | | 07/31/12 | | | | — | | | | 9,155,681 | |
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 –
March 31, 2022 (continued)
Private Equity Investments (continued) Direct Investments * (continued) Direct Equity (continued) | Investment Type | | Acquisition Date | | | Shares | | | Fair Value** | |
Western Europe (21.25%) (continued) |
Green DC LuxCo Sarl +, a, b, c | Member interest | | | 01/20/22 | | | | — | | | $ | 8,703,000 | |
Green DC LuxCo Sarl +, a, b | Common equity | | | 01/20/22 | | | | 19,595,288 | | | | 52,429,640 | |
KKR Matterhorn Co-Invest L.P. +, a, c | Limited partnership interest | | | 11/02/12 | | | | — | | | | 2,845,573 | |
KKR Traviata Co-invest L.P. +, a, c | Limited partnership interest | | | 12/18/19 | | | | — | | | | 131,776,138 | |
Luxembourg Investment Company 261 S.à.r.l. +, a | Common equity | | | 07/31/18 | | | | 1,481 | | | | 63,412,407 | |
Luxembourg Investment Company 261 S.à.r.l. +, a, c | Member interest | | | 07/31/18 | | | | — | | | | 57,468,459 | |
Luxembourg Investment Company 285 S.à.r.l. +, a, b | Common equity | | | 08/22/19 | | | | 6,999,953 | | | | 29,235,446 | |
Luxembourg Investment Company 285 S.à.r.l. +, a, b, c | Member interest | | | 08/22/19 | | | | — | | | | 19,969,973 | |
Luxembourg Investment Company 285 S.à.r.l. +, a, b | Preferred equity | | | 08/22/19 | | | | 7,865,820 | | | | 22,025,112 | |
Luxembourg Investment Company 293 S.à.r.l. +, a, b | Common equity | | | 06/26/19 | | | | 9,789,622 | | | | 39,893,921 | |
Luxembourg Investment Company 293 S.à.r.l. +, a, b, c, e | Member interest | | | 06/26/19 | | | | — | | | | 5,827,909 | |
Luxembourg Investment Company 314 S.à.r.l. +, a, b | Common equity | | | 08/22/19 | | | | 192,000 | | | | 1 | |
Luxembourg Investment Company 414 S.à.r.l. +, a, b, c, e | Member interest | | | 07/02/21 | | | | — | | | | 50,990,418 | |
Luxembourg Investment Company 414 S.à.r.l. +, a, b, e | Common equity | | | 07/02/21 | | | | 12,111,360 | | | | 28,997,713 | |
Luxembourg Investment Company 430 S.à.r.l. +, a, b, c, e | Member interest | | | 05/10/21 | | | | — | | | | 63,883,495 | |
Luxembourg Investment Company 430 S.à.r.l. +, a, b, e | Common equity | | | 05/10/21 | | | | 50,548,848 | | | | 14,559,596 | |
Mauritius (Luxemburg) Investments Sarl +, a | Common equity | | | 10/19/21 | | | | 11,698 | | | | 1 | |
May Co-Investment S.C.A. +, a, b | Common equity | | | 11/09/20 | | | | 1,059,375 | | | | 52,163,274 | |
Montagu LuxCo +, a | Common equity | | | 02/22/22 | | | | 45,000 | | | | 50,046,514 | |
Nerve Co-Invest SCSp +, a, c | Limited partnership interest | | | 01/27/21 | | | | — | | | | 34,473,058 | |
Orbiter Investments S.à r.l. +, a | Common equity | | | 12/17/21 | | | | 5,977,270 | | | | 98,643,897 | |
OT Luxco 3 & Cy S.C.A. +, a | Warrants | | | 12/01/17 | | | | 486,972 | | | | 1,530,504 | |
PG Investment Company 1 S.à r.l. +, a, b | Preferred equity | | | 10/28/21 | | | | 19,595,288 | | | | 93,684,220 | |
PG Investment Company 1 S.à r.l. +, a, b | Common equity | | | 10/28/21 | | | | 12,822,040 | | | | 6,609,302 | |
PG Lion Management Warehouse S.C.S +, a, b, c | Limited partnership interest | | | 08/22/19 | | | | — | | | | 1,824,104 | |
PG TLP S.à r.l. +, a, b, c | Member interest | | | 04/14/21 | | | | — | | | | 17,015,672 | |
PG TLP S.à r.l. +, a, b | Common equity | | | 04/14/21 | | | | 6,377,426 | | | | 85,477,339 | |
PG Wave Limited +, a, b | Common equity | | | 02/03/22 | | | | 53,215,581 | | | | 70,043,185 | |
Pharmathen GP S.à.r.l. +, a, b | Common equity | | | 01/20/22 | | | | 1,103 | | | | 1 | |
Pharmathen Topco S.à.r.l. +, a, b | Preferred equity | | | 01/20/22 | | | | 98,858,068 | | | | 111,972,609 | |
Pharmathen Topco S.à.r.l. +, a, b | Common equity | | | 01/20/22 | | | | 79,910 | | | | 1,404,751 | |
Polyusus Lux XVI S.a.r.l. +, a, b, e | Common equity | | | 05/23/18 | | | | 44,442,345 | | | | 86,652 | |
Polyusus Lux XVI S.a.r.l. +, a, b, e | Preferred equity | | | 05/23/18 | | | | 244,659,996 | | | | 10,885,051 | |
Polyusus Lux XXIII S.a.r.l +, a, e | Preferred equity | | | 08/19/21 | | | | 11,772,986 | | | | 272,959 | |
Polyusus Lux XXIII S.a.r.l +, a, e | Common equity | | | 08/19/21 | | | | 3,936,244 | | | | 3 | |
Real Hero Topco, L.P. +, a, c | Limited partnership interest | | | 04/01/21 | | | | — | | | | 17,376,644 | |
Root JVCo S.à r.l. +, a, b, c | Member interest | | | 09/29/20 | | | | — | | | | 37,472,410 | |
Root JVCo S.à r.l. +, a, b | Common equity | | | 09/29/20 | | | | 1,969,352 | | | | 6,172,902 | |
Root JVCo S.à r.l. +, a, b | Preferred equity | | | 09/29/20 | | | | 6,731,408 | | | | 29,300,994 | |
S.TOUS, S.L +, a | Common equity | | | 10/06/15 | | | | 622 | | | | 18,762,134 | |
Stark Perseus Investment +, a | Common equity | | | 02/26/21 | | | | 963,052 | | | | 3,002,075 | |
Stark Perseus Topco +, a, c, e | Member interest | | | 02/26/21 | | | | — | | | | 12,190,032 | |
Stark Perseus Topco +, a, e | Common equity | | | 02/26/21 | | | | 26,921,454 | | | | 52,172,792 | |
Surfaces SLP (SCSp) +, a, b, c | Limited partnership interest | | | 10/01/20 | | | | — | | | | 52,221,892 | |
Veonet Group +, a, e | Limited partnership interest | | | 03/09/22 | | | | — | | | | — | |
Total Western Europe (21.25%) | | | | | | | | | | | | 2,565,995,009 | |
| | | | | | | | | | | | | |
Total Direct Equity (55.61%) | | | | | | | | | | | $ | 6,713,415,746 | |
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 –
March 31, 2022 (continued)
Private Equity Investments (continued) Direct Investments * (continued) Direct Debt (8.12%) | Interest | | Acquisition Date | | | Maturity Date | | Investment Type | | Principal | | | Fair Value** | |
Asia - Pacific (0.23%) |
Greencross Limited +, a | Cash 5.50% + L (0.75% Floor)^^ | | | 03/22/22 | | | | 03/23/28 | | Senior | | $ | 10,417,500 | | | $ | 10,157,062 | |
Healing Quest +, a | PIK 14.50% | | | 01/31/18 | | | | 01/31/23 | | Mezzanine | | | 9,540,756 | | | | 9,555,294 | |
Snacking Investments BidCo Pty Limited +, a | Cash 4.00% + L (1.00% Floor)^ | | | 01/15/20 | | | | 12/18/26 | | Senior | | | 1,274,000 | | | | 1,259,668 | |
Stiphout Finance, LLC +, a | Cash 3.00% + L (1.00% Floor)^ | | | 10/30/15 | | | | 10/26/22 | | Senior | | | 4,718,178 | | | | 4,703,466 | |
Voyage Australia Pty Ltd +, a | Cash 3.50% + L (0.50% Floor)^^ | | | 07/23/21 | | | | 06/18/28 | | Senior | | | 1,691,500 | | | | 1,678,814 | |
Total Asia - Pacific (0.23%) | | | | | | | | | | | | | | | | | 27,354,304 | |
| | | | | | | | | | | | | | | | | | |
North America (5.20%) |
8th Avenue Food & Provisions, Inc. +, a | Cash 3.75% + L^ | | | 11/13/18 | | | | 10/01/25 | | Senior | | | 1,451,250 | | | | 1,269,844 | |
Acrisure LLC +, a | Cash 3.75% + L (0.50% Floor)^^ | | | 08/18/21 | | | | 02/13/27 | | Senior | | | 2,189,000 | | | | 2,176,698 | |
Acrisure LLC +, a | Cash 3.50% + L^^ | | | 03/27/20 | | | | 02/15/27 | | Senior | | | 1,867,924 | | | | 1,845,360 | |
Acrisure LLC +, a | Cash 4.25% + L (0.50% Floor)^^ | | | 12/08/21 | | | | 02/15/27 | | Senior | | | 997,500 | | | | 995,011 | |
ADMI Corp. +, a | Cash 3.50% + L (0.50% Floor)^ | | | 07/14/21 | | | | 12/23/27 | | Senior | | | 1,393,000 | | | | 1,379,070 | |
AI Alpine AT BidCo GmBH +, a | Cash 3.00% + E### | | | 11/30/18 | | | | 10/31/25 | | Senior | | | 1,415,436 | | | | 1,360,250 | |
Air Medical Group Holdings, Inc. +, a | Cash 4.75% + L (1.00% Floor)^^ | | | 02/25/21 | | | | 10/02/25 | | Senior | | | 987,500 | | | | 982,256 | |
AIT Buyer, LLC +, a | Cash 7.75% + L (0.75% Floor)^^ | | | 04/06/21 | | | | 03/30/29 | | Second Lien | | | 6,860,000 | | | | 6,897,044 | |
AIT Worldwide Logistics, Inc. +, a | Cash 4.75% + L (0.75% Floor)^^ | | | 04/19/21 | | | | 03/31/28 | | Senior | | | 2,593,500 | | | | 2,580,545 | |
Alliant Holdings Intermediate, LLC +, a | Cash 3.25% + L^ | | | 06/03/19 | | | | 05/09/25 | | Senior | | | 1,264,250 | | | | 1,252,398 | |
Alliant Holdings Intermediate, LLC +, a | Cash 3.50% + L (0.50% Floor)^ | | | 12/08/21 | | | | 11/05/27 | | Senior | | | 1,592,000 | | | | 1,583,148 | |
Apex Group Treasury Limited +, a | Cash 3.75% + L (0.50% Floor)^^ | | | 08/27/21 | | | | 07/27/28 | | Senior | | | 1,691,500 | | | | 1,679,879 | |
Apex Group Treasury LLC +, a, f | Cash 3.75% + L (0.50% Floor)^^ | | | 11/09/21 | | | | 07/27/28 | | Senior | | | 400,000 | | | | 397,252 | |
Apex Tool Group +, a | Cash 5.25% + SF (0.50% Floor)vv | | | 02/22/22 | | | | 02/08/29 | | Senior | | | 1,000,000 | | | | 976,250 | |
Applovin Corporation +, a | Cash 3.25% + L^^ | | | 03/24/21 | | | | 08/15/25 | | Senior | | | 987,245 | | | | 983,622 | |
Applovin Corporation +, a | Cash 3.00% + L (0.50% Floor)^^ | | | 12/08/21 | | | | 10/25/28 | | Senior | | | 1,396,500 | | | | 1,387,109 | |
AQA Acquisition Holding, Inc. +, a | Cash 4.25% + L (0.50% Floor)^^ | | | 03/18/21 | | | | 03/03/28 | | Senior | | | 1,091,750 | | | | 1,088,338 | |
AqGen Island Holdings, Inc +, a | Cash 6.50% + L (0.50% Floor)^^ | | | 08/19/21 | | | | 08/02/29 | | Second Lien | | | 7,049,750 | | | | 6,996,877 | |
athenahealth Group Inc. +, a, e | Cash 3.50% + SF (0.50% Floor)vv | | | 02/23/22 | | | | 02/15/29 | | Senior | | | 475,870 | | | | — | |
athenahealth Group Inc. +, a, e | Cash 3.50% + SF (0.50% Floor)vv | | | 02/23/22 | | | | 02/15/29 | | Senior | | | 2,821,739 | | | | 2,796,343 | |
athenahealth Group Inc. +, a, e, f | Cash 3.50% + SF (0.50% Floor)vv | | | 01/27/22 | | | | 02/15/29 | | Senior | | | 478,261 | | | | (2,391 | ) |
Avantor, Inc. +, a | Cash 2.00% + L (1.00% Floor)^ | | | 12/22/17 | | | | 11/21/24 | | Senior | | | 2,378,162 | | | | 2,573,672 | |
Banff Guarantor Inc. +, a | Cash 5.50% + L (0.50% Floor)^^ | | | 01/31/22 | | | | 02/27/26 | | Second Lien | | | 1,700,000 | | | | 1,692,035 | |
Barracuda Networks, Inc. +, a | Cash 6.75% + L (0.75% Floor)^^ | | | 11/06/20 | | | | 10/22/28 | | Second Lien | | | 1,000,000 | | | | 998,750 | |
Bella Holding Company, LLC +, a | Cash 3.75% + L (0.75% Floor)^ | | | 05/13/21 | | | | 04/01/28 | | Senior | | | 3,582,000 | | | | 3,559,612 | |
BI Gen Holdings, Inc. +, a | Cash 4.25% + L^^ | | | 10/04/18 | | | | 09/05/25 | | Senior | | | 1,451,250 | | | | 1,441,875 | |
BI Gen Holdings, Inc. +, a | Cash 8.13% + L (1.00% Floor)^^ | | | 12/21/20 | | | | 08/31/26 | | Second Lien | | | 1,950,000 | | | | 1,950,000 | |
BK LC Lux SPV S.a.r.l. +, a | Cash 3.75% + L (0.50% Floor)^^^ | | | 07/09/21 | | | | 04/28/28 | | Senior | | | 1,890,500 | | | | 1,871,009 | |
Blackhawk Network Holdings, Inc +, a | Cash 3.00% + L^^ | | | 08/12/19 | | | | 06/15/25 | | Senior | | | 969,773 | | | | 953,287 | |
BlueConic Holding, Inc. +, a | Cash 5.75% + L (0.75% Floor)^^ | | | 01/27/22 | | | | 01/27/28 | | Senior | | | 18,912,000 | | | | 18,380,573 | |
Boxer Parent Company Inc. +, a | Cash 3.75% + L^^ | | | 10/18/18 | | | | 10/02/25 | | Senior | | | 1,333,093 | | | | 1,326,495 | |
Brookfield WEC Holdings, Inc. +, a | Cash 2.75% + L (0.50% Floor)^ | | | 09/12/18 | | | | 08/01/25 | | Senior | | | 982,339 | | | | 966,175 | |
Burger Bossco Intermediate, Inc. +, a | Cash 4.25% + L (1.00% Floor)^ | | | 05/09/17 | | | | 04/25/24 | | Senior | | | 152,400 | | | | 136,112 | |
Burger Bossco Intermediate, Inc. +, a | PIK 10.00% + L (1.00% Floor)^^ | | | 04/25/17 | | | | 04/25/25 | | Second Lien | | | 313,099 | | | | 280,560 | |
BYJU’s Alpha, Inc. +, a | Cash 5.50% + L (0.75% Floor)^^ | | | 01/19/22 | | | | 11/24/26 | | Senior | | | 2,400,000 | | | | 2,379,756 | |
Campaign Monitor (UK) Limited +, a | Cash 7.90% + L (1.00% Floor)^^ | | | 01/01/21 | | | | 11/06/25 | | Second Lien | | | 183,333 | | | | 180,620 | |
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 –
March 31, 2022 (continued)
Private Equity Investments (continued) Direct Investments * (continued) Direct Debt (continued) | Interest | | Acquisition Date | | | Maturity Date | | Investment Type | | Principal | | | Fair Value** | |
North America (5.20%) (continued) |
Campaign Monitor (UK) Limited +, a | Cash 8.90% + L (1.00% Floor)^^ | | | 01/01/21 | | | | 11/06/25 | | Second Lien | | $ | 1,466,667 | | | $ | 1,444,960 | |
CapitalSpring Finance Company, LLC +, a | PIK 5.00% | | | 03/01/17 | | | | 02/10/23 | | Mezzanine | | | 3,275,323 | | | | 3,107,171 | |
CapitalSpring Finance Company, LLC +, a | Cash 8.00% | | | 03/01/17 | | | | 02/10/23 | | Mezzanine | | | 7,167,246 | | | | 7,167,246 | |
Carestream Dental Equipment, Inc. +, a | Cash 4.50% + L (0.50% Floor)^^ | | | 11/26/21 | | | | 09/01/24 | | Senior | | | 1,995,000 | | | | 1,980,037 | |
Carestream Dental Equipment, Inc. +, a | Cash 8.00% + L (1.00% Floor)^^ | | | 11/26/21 | | | | 09/01/25 | | Second Lien | | | 3,000,000 | | | | 2,879,700 | |
Cengage Learning, Inc. +, a | Cash 4.75% + L (1.00% Floor)^^ | | | 08/06/21 | | | | 07/14/26 | | Senior | | | 1,396,500 | | | | 1,387,081 | |
Charter NEX US, Inc. +, a | Cash 4.25% + L (0.75% Floor)^ | | | 05/31/19 | | | | 12/01/27 | | Senior | | | 1,449,173 | | | | 1,442,152 | |
Clydesdale Acquisition Holdings, Inc. +, a, f | Cash 4.25% + SF (0.50% Floor)vv | | | 03/30/22 | | | | 04/13/29 | | Senior | | | 1,300,000 | | | | 1,267,500 | |
CommScope, Inc. +, a | Cash 3.25% + L^ | | | 04/26/19 | | | | 04/06/26 | | Senior | | | 975,000 | | | | 951,844 | |
ConnectWise, LLC +, a | Cash 3.50% + L (0.50% Floor)^^ | | | 10/06/21 | | | | 09/29/28 | | Senior | | | 1,695,750 | | | | 1,685,508 | |
Conservice Midco, LLC, +, a | Cash 4.25% + L^^ | | | 05/18/20 | | | | 05/13/27 | | Senior | | | 1,674,500 | | | | 1,657,403 | |
Conterra Ultra Broadband Holdings, Inc. +, a | Cash 4.70% + L (1.00% Floor)^ | | | 06/06/19 | | | | 04/30/26 | | Senior | | | 1,653,270 | | | | 1,647,417 | |
ConvergeOne Holdings, Inc. +, a | Cash 5.00% + L^ | | | 03/27/19 | | | | 04/01/26 | | Senior | | | 2,910,000 | | | | 2,789,439 | |
ConvergeOne Holdings, Inc. +, a | Cash 8.50% + L^ | | | 04/15/19 | | | | 01/04/27 | | Second Lien | | | 31,200,000 | | | | 30,541,680 | |
Convergint Tech LLC +, a | Cash 6.75% + L (0.75% Floor)^ | | | 04/12/21 | | | | 03/30/29 | | Second Lien | | | 1,400,000 | | | | 1,403,500 | |
Cornerstone OnDemand, Inc. +, a | Cash 3.75% + L (0.50% Floor)^ | | | 10/22/21 | | | | 10/16/28 | | Senior | | | 1,200,000 | | | | 1,188,000 | |
CQP Holdco LP +, a | Cash 3.75% + L (0.50% Floor)^^ | | | 06/09/21 | | | | 06/04/28 | | Senior | | | 3,283,500 | | | | 3,270,415 | |
Crown Subsea Communications Holding, Inc. +, a | Cash 5.00% + L (0.75% Floor)^^ | | | 05/05/21 | | | | 04/27/27 | | Senior | | | 4,487,671 | | | | 4,480,177 | |
CSC Holdings, LLC +, a | Cash 2.50% + L^ | | | 08/11/21 | | | | 04/15/27 | | Senior | | | 3,482,234 | | | | 3,424,916 | |
CSC Holdings, LLC +, a | Cash 2.25% + L^ | | | 12/07/18 | | | | 01/15/26 | | Senior | | | 2,914,862 | | | | 2,866,126 | |
DCert Buyer, Inc. +, a | Cash 4.00% + L^ | | | 10/24/19 | | | | 10/16/26 | | Senior | | | 1,963,703 | | | | 1,951,430 | |
Deerfield Dakota Holding, LLC +, a | Cash 3.75% + L (1.00% Floor)^^ | | | 06/01/20 | | | | 04/09/27 | | Senior | | | 982,500 | | | | 978,712 | |
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 | | | | 1,987,680 | |
Delta Topco, Inc. +, a | Cash 3.75% + L (0.75% Floor)^^ | | | 10/07/20 | | | | 12/01/27 | | Senior | | | 2,084,250 | | | | 2,054,727 | |
DexKo Global Inc. +, a | Cash 3.75% + L (0.50% Floor)^^ | | | 10/07/21 | | | | 09/22/28 | | Senior | | | 256,000 | | | | 251,414 | |
DexKo Global Inc. +, a | Cash 3.75% + L (0.50% Floor)^^ | | | 10/07/21 | | | | 10/04/28 | | Senior | | | 1,344,000 | | | | 1,319,922 | |
DG Investment Intermediate Holdings 2, Inc. +, a | Cash 3.75% + L (0.75% Floor)^ | | | 04/23/21 | | | | 03/31/28 | | Senior | | | 1,290,324 | | | | 1,277,932 | |
Diligent Corporation +, a | Cash 6.25% + L (1.00% Floor)^^ | | | 04/29/16 | | | | 08/04/25 | | Senior | | | 29,067,245 | | | | 29,441,354 | |
EAB Global, Inc. +, a | Cash 3.50% + L^^ | | | 08/25/21 | | | | 06/28/28 | | Senior | | | 2,194,500 | | | | 2,175,989 | |
Eagle Parent Corp. +, a, f | Cash 4.25% + SF (0.50% Floor)vv | | | 03/17/22 | | | | 04/02/29 | | Senior | | | 3,500,000 | | | | 3,478,125 | |
ECI Macola/Max Holding, LLC +, a | Cash 3.75% + L (0.75% Floor)^^ | | | 09/13/21 | | | | 11/09/27 | | Senior | | | 1,687,186 | | | | 1,669,791 | |
Endurance International Group Holdings, Inc. +, a | Cash 3.50% + L (0.75% Floor)^^ | | | 04/28/21 | | | | 02/10/28 | | Senior | | | 3,890,250 | | | | 3,763,817 | |
Energizer Holdings, Inc. +, a | Cash 2.25% + L (0.50% Floor)^^ | | | 12/16/20 | | | | 12/22/27 | | Senior | | | 990,000 | | | | 975,150 | |
Engineered Machinery Holdings, Inc. +, a | Cash 3.75% + L (0.75% Floor)^^ | | | 08/16/21 | | | | 05/21/28 | | Senior | | | 1,596,000 | | | | 1,576,497 | |
Envision Healthcare Corporation +, a | PIK 6.00% + L (1.00% Floor)^ | | | 04/27/20 | | | | 10/10/25 | | Senior | | | 41,183,658 | | | | 27,318,355 | |
Envision Healthcare Corporation +, a | Cash 3.75% + L^ | | | 10/25/18 | | | | 10/10/25 | | Senior | | | 3,872,425 | | | | 2,589,684 | |
Explorer Holdings, Inc. +, a | Cash 8.00% + L (0.50% Floor)^ | | | 02/04/20 | | | | 02/04/28 | | Second Lien | | | 25,511,456 | | | | 25,447,676 | |
Femur Buyer, Inc. +, a | Cash 4.50% + L^^ | | | 03/26/19 | | | | 03/05/26 | | Senior | | | 2,917,500 | | | | 2,640,337 | |
Filtration Group Corporation +, a | Cash 3.50% + L (0.50% Floor)^^ | | | 11/01/21 | | | | 10/21/28 | | Senior | | | 2,094,750 | | | | 2,075,772 | |
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 –
March 31, 2022 (continued)
Private Equity Investments (continued) Direct Investments * (continued) Direct Debt (continued) | Interest | | Acquisition Date | | | Maturity Date | | Investment Type | | Principal | | | Fair Value** | |
North America (5.20%) (continued) |
First Student Bidco Inc. +, a | Cash 3.00% + L (0.50% Floor)^^ | | | 08/11/21 | | | | 07/21/28 | | Senior | | $ | 296,569 | | | $ | 294,469 | |
First Student Bidco Inc. +, a, f | Cash 3.00% + L (0.50% Floor)^^ | | | 08/11/21 | | | | 08/21/28 | | Senior | | | 803,431 | | | | 797,743 | |
Flex Acquisition Company, Inc. +, a | Cash 3.00% + L^ | | | 07/30/18 | | | | 06/29/25 | | Senior | | | 958,590 | | | | 957,991 | |
Flynn Restaurant Group LP +, a | Cash 4.25% + L (0.50% Floor)^ | | | 12/10/21 | | | | 11/22/28 | | Senior | | | 2,294,250 | | | | 2,270,355 | |
Galls, LLC +, a | Cash 6.25% + L (1.00% Floor)^^ | | | 12/22/20 | | | | 01/31/25 | | Senior | | | 478,862 | | | | 455,504 | |
GC EOS Buyer, Inc. +, a | Cash 4.50% + L^ | | | 07/18/19 | | | | 08/01/25 | | Senior | | | 3,929,160 | | | | 3,894,073 | |
GFL Environmental Inc. +, a | Cash 3.00% + L (1.00% Floor)^ | | | 12/05/18 | | | | 05/30/25 | | Senior | | | 1,193,865 | | | | 1,190,987 | |
GHX Ultimate Parent Corporation +, a | Cash 3.25% + L (1.00% Floor)^^ | | | 09/17/18 | | | | 06/22/24 | | Senior | | | 1,926,048 | | | | 1,912,807 | |
Gopher Resource, LLC +, a | Cash 3.25% + L (1.00% Floor)^ | | | 07/09/21 | | | | 03/06/25 | | Senior | | | 2,968,434 | | | | 2,699,687 | �� |
Great American Outdoors Group, LLC +, a | Cash 3.75% + L (0.75% Floor)^^ | | | 05/14/21 | | | | 03/06/28 | | Senior | | | 1,777,568 | | | | 1,773,399 | |
GTT Communications, Inc. +, a | Cash 2.75% + L^^ | | | 07/02/18 | | | | 05/31/25 | | Senior | | | 2,163,692 | | | | 1,782,450 | |
Heartland Dental Holdings, Inc. +, a | Cash 3.50% + L^ | | | 05/15/18 | | | | 04/30/25 | | Senior | | | 612,328 | | | | 606,098 | |
Heartland Dental Holdings, Inc. +, a | Cash 3.50% | | | 05/15/18 | | | | 04/30/25 | | Senior | | | 2,212,225 | | | | 2,254,269 | |
Heartland Dental, LLC +, a | Cash 4.00% + L^ | | | 06/21/21 | | | | 04/30/25 | | Senior | | | 992,500 | | | | 985,409 | |
Help/Systems Holdings Inc. +, a | Cash 6.75% + L (0.75% Floor)^^ | | | 11/05/21 | | | | 11/19/27 | | Second Lien | | | 3,600,000 | | | | 3,564,000 | |
Help/Systems Holdings Inc. +, a | Cash 4.00% + L (0.75% Floor)^^ | | | 06/25/21 | | | | 11/19/26 | | Senior | | | 4,157,576 | | | | 4,115,148 | |
Hornblower Sub, LLC +, a | Cash 4.50% + L^^ | | | 05/01/19 | | | | 04/27/25 | | Senior | | | 946,155 | | | | 849,647 | |
Husky Injection Molding Systems Ltd. +, a | Cash 3.25% + L (1.00% Floor)^^ | | | 07/15/19 | | | | 03/28/25 | | Senior | | | 969,694 | | | | 950,824 | |
Hyland Software, Inc. +, a | Cash 3.50% + L (0.75% Floor)^^ | | | 10/27/20 | | | | 07/01/24 | | Senior | | | 984,694 | | | | 980,878 | |
Idera, Inc. +, a | Cash 3.75% + L (0.75% Floor)^ | | | 12/17/18 | | | | 06/27/24 | | Senior | | | 1,257,683 | | | | 1,237,560 | |
Indy US Bidco, LLC +, a | Cash 3.75% + L^^ | | | 03/29/21 | | | | 03/06/28 | | Senior | | | 990,025 | | | | 981,773 | |
KCIBT Intermediate II, Inc. +, a | Cash 1.00% + L (1.00% Floor)^^ + PIK 4.25% + L (1.00% Floor)^^ | | | 06/19/17 | | | | 06/01/25 | | Senior | | | 234,822 | | | | 189,283 | |
KENE Acquisition, Inc. +, a | Cash 8.25% + L^^ | | | 08/08/19 | | | | 08/08/27 | | Second Lien | | | 175,500 | | | | 173,517 | |
KENE Acquisition, Inc. +, a | Cash 8.25% + L (1.00% Floor)^^ | | | 01/01/21 | | | | 08/09/27 | | Second Lien | | | 1,462,500 | | | | 1,445,974 | |
Kingpin Intermediate Holdings LLC +, a | Cash 3.50% + L (1.00% Floor)^ | | | 10/05/18 | | | | 07/03/24 | | Senior | | | 1,323,942 | | | | 1,311,034 | |
KSLB Holdings, LLC +, a | Cash 8.75% + L (1.00% Floor)^ | | | 07/30/18 | | | | 07/30/26 | | Second Lien | | | 2,935,385 | | | | 2,734,958 | |
LBM Acquisition LLC +, a | Cash 3.25% + L (0.75% Floor)^ | | | 09/07/21 | | | | 12/17/27 | | Senior | | | 3,277,959 | | | | 3,203,697 | |
LogMeIn, Inc. +, a | Cash 4.75% + L^ | | | 09/03/20 | | | | 08/31/27 | | Senior | | | 4,950,000 | | | | 4,869,562 | |
LSCS Holdings, Inc. +, a | Cash 3.50% + L (0.50% Floor)^^ | | | 02/14/22 | | | | 12/16/28 | | Senior | | | 2,593,500 | | | | 2,569,186 | |
LTI Holdings, Inc. +, a | Cash 3.50% + L^ | | | 10/22/18 | | | | 09/06/25 | | Senior | | | 965,000 | | | | 944,894 | |
Lucid Energy Group II Borrower, LLC +, a, f | Cash 3.00% + L (1.00% Floor)^^ | | | 08/06/21 | | | | 02/17/25 | | Senior | | | 1,994,832 | | | | 1,980,080 | |
Lucid Energy Group II Borrower, LLC +, a, f | Cash 4.25% + L (0.75% Floor)^^ | | | 12/08/21 | | | | 11/24/28 | | Senior | | | 3,000,000 | | | | 2,977,815 | |
Magenta Buyer LLC +, a | Cash 8.25% + L (0.75% Floor)^^ | | | 10/13/21 | | | | 07/27/29 | | Second Lien | | | 2,000,000 | | | | 1,987,500 | |
Magenta Buyer LLC +, a | Cash 5.00% + L (0.75% Floor)^^ | | | 08/02/21 | | | | 07/27/28 | | Senior | | | 3,491,250 | | | | 3,468,557 | |
MajorDrive Holdings IV LLC +, a | Cash 4.00% + L (0.50% Floor)^^ | | | 06/10/21 | | | | 06/01/28 | | Senior | | | 992,500 | | | | 978,545 | |
Marnix SAS +, a | Cash 4.00% + L (0.50% Floor)^^ | | | 12/17/21 | | | | 08/04/28 | | Senior | | | 1,488,750 | | | | 1,468,749 | |
Maverick Bidco, Inc +, a | Cash 6.75% + L (0.75% Floor)^^ | | | 05/26/21 | | | | 05/18/29 | | Second Lien | | | 6,603,000 | | | | 6,569,985 | |
McAfee Corp. +, a | Cash 4.00% + SFvv | | | 03/09/22 | | | | 03/01/29 | | Senior | | | 2,600,000 | | | | 2,581,800 | |
McAfee, LLC +, a | Cash 3.75% + L^ | | | 07/19/19 | | | | 09/30/24 | | Senior | | | 376,977 | | | | 374,338 | |
McAfee, LLC +, a | Cash 3.75% + L (1.00% Floor)^ | | | 02/02/18 | | | | 09/27/24 | | Senior | | | 2,563,588 | | | | 2,558,676 | |
Medline Borrower, LP +, a | Cash 3.25% + L (0.50% Floor)^^ | | | 11/03/21 | | | | 10/23/28 | | Senior | | | 1,100,000 | | | | 1,089,138 | |
Mercury Borrower, Inc. +, a, f | Cash 6.50% + L (0.50% Floor)^^ | | | 11/17/21 | | | | 08/02/29 | | Second Lien | | | 900,000 | | | | 894,375 | |
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 –
March 31, 2022 (continued)
Private Equity Investments (continued) Direct Investments * (continued) Direct Debt (continued) | Interest | | Acquisition Date | | | Maturity Date | | Investment Type | | Principal | | | Fair Value** | |
North America (5.20%) (continued) |
Messer Industries GmbH, Inc. +, a | Cash 2.50% + L^^ | | | 04/26/19 | | | | 03/01/26 | | Senior | | $ | 1,179,028 | | | $ | 1,166,183 | |
MetroNet Systems Holdings, LLC +, a | Cash 3.75% + L (0.75% Floor)^^ | | | 06/14/21 | | | | 06/02/28 | | Senior | | | 4,444,719 | | | | 4,407,206 | |
MetroNet Systems Holdings, LLC +, a | Cash 3.75% + L (0.75% Floor)^^ | | | 06/14/21 | | | | 06/02/28 | | Senior | | | 338,302 | | | | 335,447 | |
Michaels Stores, Inc. +, a | Cash 4.25% + L (0.75% Floor)^^ | | | 04/26/21 | | | | 04/15/28 | | Senior | | | 2,183,500 | | | | 2,041,572 | |
Mirion Technologies, Inc. +, a | Cash 2.75% + L (0.50% Floor)^^ | | | 11/05/21 | | | | 10/20/28 | | Senior | | | 1,197,000 | | | | 1,190,273 | |
Mitchell International, Inc. +, a | Cash 3.75% + L (0.50% Floor)^ | | | 10/21/21 | | | | 10/15/28 | | Senior | | | 3,800,000 | | | | 3,743,000 | |
Mitchell International, Inc. +, a | Cash 6.50% + L (0.50% Floor)^ | | | 10/26/21 | | | | 10/15/29 | | Second Lien | | | 1,000,000 | | | | 992,815 | |
MJH Healthcare Holdings, LLC +, a, f | Cash 3.50% + SF (0.50% Floor)vv | | | 01/25/22 | | | | 01/28/29 | | Senior | | | 1,700,000 | | | | 1,687,250 | |
National Spine & Pain Centers, LLC +, a | Cash 5.00% + L (1.00% Floor)^ | | | 06/30/17 | | | | 06/02/24 | | Senior | | | 528,638 | | | | 518,593 | |
Navicure, Inc. +, a | Cash 4.00% + L^^ | | | 09/29/20 | | | | 10/22/26 | | Senior | | | 1,969,213 | | | | 1,964,984 | |
Navicure, Inc.. +, a | Cash 4.00% + L^^ | | | 11/19/19 | | | | 10/22/26 | | Senior | | | 984,937 | | | | 983,706 | |
NEP Group, Inc. +, a | Cash 3.25% + L^^ | | | 02/10/22 | | | | 10/20/25 | | Senior | | | 1,979,540 | | | | 1,947,867 | |
NEP Group, Inc. +, a | Cash 4.00% + L (0.50% Floor)^^ | | | 12/06/21 | | | | 10/20/25 | | Senior | | | 1,895,250 | | | | 1,880,240 | |
Netsmart, Inc. +, a | Cash 3.75% + L (1.00% Floor)^ | | | 07/16/18 | | | | 04/19/23 | | Senior | | | 968,869 | | | | 966,141 | |
Netsmart, Inc.. +, a | Cash 3.75% + L (1.00% Floor)^ | | | 05/20/19 | | | | 04/19/23 | | Senior | | | 1,270,349 | | | | 1,266,773 | |
Nexstar Broadcasting +, a | Cash 2.50% + L^ | | | 10/02/19 | | | | 09/21/26 | | Senior | | | 1,294,119 | | | | 1,290,178 | |
Nortonlifelock Inc. +, a, f | Cash 2.00% + SF (0.50% Floor)vv | | | 01/28/22 | | | | 01/28/29 | | Senior | | | 2,400,000 | | | | 2,373,504 | |
NSM Top Holdings Corp. +, a | Cash 5.25% + L^ | | | 11/26/19 | | | | 11/16/26 | | Senior | | | 1,466,250 | | | | 1,454,337 | |
Oceankey (U.S.) II Corp. +, a | Cash 3.50% + L (0.50% Floor)^^ | | | 01/06/22 | | | | 12/15/28 | | Senior | | | 1,900,000 | | | | 1,884,562 | |
OEConnection LLC +, a | Cash 4.00% + L^^ | | | 10/28/19 | | | | 09/25/26 | | Senior | | | 2,951,549 | | | | 2,909,725 | |
OneDigital Borrower LLC +, a | Cash 4.25% + L (0.50% Floor)^^ | | | 11/22/21 | | | | 11/16/27 | | Senior | | | 2,552,899 | | | | 2,540,147 | |
OneDigital Borrower LLC +, a | Cash 4.50% + L (0.75% Floor)^^ | | | 12/11/20 | | | | 11/16/27 | | Senior | | | 232,854 | | | | 231,691 | |
Osmose Utilities Services, Inc. +, a | Cash 3.25% + L (0.50% Floor)^^ | | | 09/01/21 | | | | 06/23/28 | | Senior | | | 2,487,500 | | | | 2,458,272 | |
PAI Holdco, Inc. +, a | Cash 3.50% + L (1.00% Floor)^^ | | | 11/09/20 | | | | 10/22/27 | | Senior | | | 1,188,000 | | | | 1,175,128 | |
Panther BF Aggregator 2 LP +, a | Cash 3.25% + L^ | | | 05/14/19 | | | | 04/30/26 | | Senior | | | 1,014,249 | | | | 1,003,093 | |
Pearl Intermediate Parent, LLC +, a | Cash 6.25% + L^ | | | 03/21/18 | | | | 02/13/26 | | Second Lien | | | 2,400,000 | | | | 2,392,512 | |
Pearl Intermediate Parent, LLC +, a | Cash 2.75% + L^ | | | 03/16/18 | | | | 02/14/25 | | Senior | | | 3,645,679 | | | | 3,610,230 | |
Peraton Corp. +, a, f | Cash 3.75% + L (0.75% Floor)^^ | | | 04/12/21 | | | | 02/01/28 | | Senior | | | 1,954,225 | | | | 1,942,011 | |
PetVet Care Centers, LLC +, a | Cash 3.25% + L^ | | | 04/12/19 | | | | 02/14/25 | | Senior | | | 1,160,902 | | | | 1,151,470 | |
PetVet Care Centers, LLC +, a | Cash 3.50% + L (0.75% Floor)^^ | | | 08/18/21 | | | | 02/14/25 | | Senior | | | 992,366 | | | | 988,958 | |
PG&E Corporation +, a | Cash 4.50% + L (1.00% Floor)^^ | | | 08/11/20 | | | | 06/23/25 | | Senior | | | 1,965,000 | | | | 1,944,741 | |
Phoenix Newco, Inc. +, a | Cash 3.50% + L (0.50% Floor)^^ | | | 12/07/21 | | | | 11/15/28 | | Senior | | | 3,000,000 | | | | 2,980,980 | |
Pluto Acquisition I, Inc. +, a | Cash 4.00% + L^^ | | | 06/15/21 | | | | 06/20/26 | | Senior | | | 1,691,500 | | | | 1,668,242 | |
PODS, LLC. +, a | Cash 3.00% + L (0.75% Floor)^ | | | 04/16/21 | | | | 03/31/28 | | Senior | | | 1,287,033 | | | | 1,274,059 | |
Polaris Newco, LLC +, a | Cash 4.00% + L (0.50% Floor)^^^ | | | 06/15/21 | | | | 06/02/28 | | Senior | | | 1,200,000 | | | | 1,192,158 | |
Potters Industries, LLC +, a | Cash 4.00% + L (0.75% Floor)^^ | | | 12/17/20 | | | | 12/14/27 | | Senior | | | 990,000 | | | | 988,352 | |
Pre-Paid Legal Services, Inc. +, a | Cash 7.00% + L (0.50% Floor)^^ | | | 01/18/22 | | | | 12/14/29 | | Second Lien | | | 3,700,000 | | | | 3,658,375 | |
Pregis TopCo LLC +, a | Cash 4.00% + L (0.75% Floor)^^ | | | 12/23/20 | | | | 07/31/26 | | Senior | | | 995,000 | | | | 976,344 | |
Pretium PKG Holdings, Inc. +, a | Cash 6.75% + L (0.50% Floor)^^ | | | 10/05/21 | | | | 10/01/29 | | Second Lien | | | 1,800,000 | | | | 1,753,506 | |
Procera Networks, Inc. +, a | Cash 4.50% + L^^ | | | 11/20/18 | | | | 10/31/25 | | Senior | | | 1,144,395 | | | | 1,133,312 | |
Project Boost Purchaser, LLC +, a | Cash 3.50% + L^^ | | | 07/19/19 | | | | 06/01/26 | | Senior | | | 1,755,000 | | | | 1,738,819 | |
Prometric Holdings, Inc. +, a | Cash 7.50% + L (1.00% Floor)^ | | | 01/29/18 | | | | 01/29/26 | | Second Lien | | | 14,154,350 | | | | 14,597,968 | |
Quintiles IMS Inc. +, a | Cash 2.00% + E (0.50% Floor)## | | | 06/22/18 | | | | 06/11/25 | | Senior | | | 2,803,629 | | | | 2,654,511 | |
Radiate HoldCo, LLC +, a | Cash 3.50% + L (0.75% Floor)^ | | | 07/16/19 | | | | 09/25/26 | | Senior | | | 997,500 | | | | 989,505 | |
Radiology Partners, Inc. +, a | Cash 4.25% + L^ | | | 09/11/18 | | | | 12/04/23 | | Senior | | | 1,344,600 | | | | 1,329,231 | |
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 Schedule of Investments –
March 31, 2022 (continued)
Private Equity Investments (continued) Direct Investments * (continued) Direct Debt (continued) | Interest | | Acquisition Date | | | Maturity Date | | Investment Type | | Principal | | | Fair Value** | |
North America (5.20%) (continued) |
RC Buyer, Inc. +, a | Cash 6.50% + L (0.75% Floor)^^ | | | 08/03/21 | | | | 07/26/29 | | Second Lien | | $ | 2,800,000 | | | $ | 2,793,000 | |
RealPage, Inc. +, a | Cash 3.25% + L (0.50% Floor)^^ | | | 04/26/21 | | | | 04/24/28 | | Senior | | | 3,980,000 | | | | 3,940,200 | |
Red Planet Borrower, LLC +, a | Cash 3.75% + L (0.50% Floor)^^ | | | 10/04/21 | | | | 10/02/28 | | Senior | | | 2,189,000 | | | | 2,164,374 | |
Redstone Holdco 2 LP +, a | Cash 4.75% + L (0.75% Floor)^^ | | | 05/10/21 | | | | 04/27/28 | | Senior | | | 3,790,500 | | | | 3,705,214 | |
Redstone Holdco 2 LP +, a | Cash 7.75% + L (0.75% Floor)^^ | | | 05/03/21 | | | | 04/16/29 | | Second Lien | | | 3,000,000 | | | | 2,764,500 | |
Refficiency Holdings LLC +, a | Cash 3.75% + L (0.75% Floor)^ | | | 02/04/21 | | | | 12/16/27 | | Senior | | | 7,897 | | | | 7,815 | |
Refficiency Holdings LLC +, a | Cash 4.00% + L (0.75% Floor)^ | | | 12/11/20 | | | | 12/16/27 | | Senior | | | 1,490,863 | | | | 1,475,336 | |
Rent-A-Center, Inc. +, a | Cash 4.00% + L (0.75% Floor)^ | | | 03/02/21 | | | | 02/17/28 | | Senior | | | 992,500 | | | | 973,891 | |
Restaurant Technologies, Inc. +, a | Cash 3.00% + L^^ | | | 10/26/18 | | | | 10/01/25 | | Senior | | | 483,750 | | | | 482,541 | |
RLG Holdings, LLC +, a | Cash 4.25% + L (0.75% Floor)^^ | | | 07/19/21 | | | | 07/10/28 | | Senior | | | 1,995,000 | | | | 1,982,531 | |
Rocket Software, Inc. +, a | Cash 4.25% + L^ | | | 12/05/18 | | | | 11/28/25 | | Senior | | | 2,648,135 | | | | 2,618,754 | |
Rough Country, LLC +, a | Cash 3.50% + L (0.75% Floor)^^ | | | 08/03/21 | | | | 07/26/28 | | Senior | | | 1,876,250 | | | | 1,855,189 | |
S2P Acquisition Borrower, Inc +, a | Cash 4.00% + L^ | | | 10/07/19 | | | | 08/14/26 | | Senior | | | 975,000 | | | | 970,734 | |
Sabre GLBL Inc. +, a | Cash 3.50% + L (0.50% Floor)^ | | | 08/09/21 | | | | 12/17/27 | | Senior | | | 1,885,799 | | | | 1,865,007 | |
Safe Fleet Holdings LLC +, a, b | Cash 3.75% + SF (0.50% Floor)vv | | | 03/04/22 | | | | 02/23/29 | | Senior | | | 3,900,000 | | | | 3,854,506 | |
SCIH Salt Holdings, Inc. +, a | Cash 4.00% + L (1.00% Floor)^^ | | | 04/17/20 | | | | 03/16/27 | | Senior | | | 813,261 | | | | 801,062 | |
Senneca Holdings, Inc. +, a | PIK 11.00% | | | 05/11/18 | | | | 05/11/26 | | Second Lien | | | 1,276,647 | | | | 3 | |
Senneca Holdings, Inc. +, a | PIK 10.00% | | | 05/29/20 | | | | 11/11/25 | | 1.5 Lien | | | 1,185,556 | | | | 1 | |
Shearer’s Foods, LLC +, a | Cash 3.50% + L (0.75% Floor)^^ | | | 09/25/20 | | | | 09/23/27 | | Senior | | | 33,250 | | | | 32,440 | |
Shearer’s Foods, LLC +, a | Cash 3.50% + L (1.00% Floor)^^ | | | 05/17/18 | | | | 09/23/27 | | Senior | | | 3,088,850 | | | | 3,042,828 | |
Shearer’s Foods, LLC +, a | Cash 7.75% + L (1.00% Floor)^^ | | | 10/14/20 | | | | 09/22/28 | | Second Lien | | | 1,000,000 | | | | 997,500 | |
Shermco Intermediate Holdings, Inc. +, a | Cash 4.50% + L (1.00% Floor)^ | | | 06/05/18 | | | | 06/05/24 | | Senior | | | 25,496,290 | | | | 25,241,176 | |
Skopima Consilio Parent LLC +, a | Cash 4.00% + L (0.50% Floor)^^ | | | 05/18/21 | | | | 04/30/28 | | Senior | | | 6,666,500 | | | | 6,596,702 | |
Sorenson Communications, LLC +, a | Cash 5.50% + L (0.75% Floor)^^ | | | 03/23/21 | | | | 03/12/28 | | Senior | | | 2,700,000 | | | | 2,700,000 | |
Sound Inpatient Physicians, Inc +, a | Cash 2.75% + L^ | | | 08/23/18 | | | | 06/27/25 | | Senior | | | 1,344,000 | | | | 1,335,882 | |
Sovos Compliance, LLC +, a | Cash 4.50% + L (0.50% Floor)^^ | | | 08/16/21 | | | | 08/11/28 | | Senior | | | 1,443,416 | | | | 1,443,423 | |
Sovos Compliance, LLC +, a, e, f | Cash 4.50% + L (0.50% Floor)^^ | | | 08/16/21 | | | | 08/11/28 | | Senior | | | 250,342 | | | | (617 | ) |
SS&C Technologies, Inc. +, a | Cash 1.75% + L^ | | | 12/07/18 | | | | 04/16/25 | | Senior | | | 2,186,097 | | | | 2,153,447 | |
SSH Group Holdings, Inc. +, a | Cash 4.25% + L^^ | | | 09/11/18 | | | | 07/30/25 | | Senior | | | 962,638 | | | | 936,166 | |
SSH Group Holdings, Inc. +, a | Cash 8.25% + L^^ | | | 08/21/18 | | | | 07/30/26 | | Second Lien | | | 2,120,000 | | | | 2,061,700 | |
SSH Group Holdings, Inc.. +, a | Cash 4.25% + L^^ | | | 06/05/19 | | | | 07/28/23 | | Senior | | | 2,430,904 | | | | 2,364,055 | |
Standard Industries Inc. +, a | Cash 2.50% + L (0.50% Floor)^^ | | | 10/26/21 | | | | 09/22/28 | | Senior | | | 637,750 | | | | 637,112 | |
Star US Bidco, LLC +, a | Cash 4.25% + L (1.00% Floor)^ | | | 04/24/20 | | | | 03/17/27 | | Senior | | | 1,277,250 | | | | 1,267,134 | |
SuperMoose Borrower, LLC +, a | Cash 3.75% + L^^ | | | 10/16/18 | | | | 08/29/25 | | Senior | | | 967,500 | | | | 913,480 | |
TecoStar Holdings, Inc. +, a | Cash 8.50% + L (1.00% Floor)^ | | | 05/01/17 | | | | 11/01/24 | | Second Lien | | | 525,000 | | | | 490,875 | |
Telenet Financing USD LLC +, a | Cash 2.00% + L^^^ | | | 04/27/20 | | | | 04/30/28 | | Senior | | | 2,400,000 | | | | 2,345,628 | |
TLP Acquisition Holdings, LLC +, a | Cash 8.00% + L (1.00% Floor)^ | | | 02/26/19 | | | | 02/26/26 | | Mezzanine | | | 43,551,847 | | | | 44,196,414 | |
Tory Burch LLC +, a | Cash 3.50% + L (0.50% Floor)^ | | | 04/30/21 | | | | 04/16/28 | | Senior | | | 992,500 | | | | 967,067 | |
Tosca Services LLC +, a | Cash 3.50% + L (0.75% Floor)^ | | | 08/21/20 | | | | 08/18/27 | | Senior | | | 987,500 | | | | 966,516 | |
TricorBraun Holdings, Inc. +, a | Cash 3.25% + L (0.50% Floor)^^ | | | 04/15/21 | | | | 03/03/28 | | Senior | | | 992,801 | | | | 970,596 | |
Trident TPI Holdings, Inc. +, a | Cash 4.00% + L (0.50% Floor)^^ | | | 09/22/21 | | | | 09/15/28 | | Senior | | | 1,613,453 | | | | 1,595,979 | |
Triton Water Holdings, Inc. +, a | Cash 3.50% + L (0.50% Floor)^^ | | | 04/19/21 | | | | 03/31/28 | | Senior | | | 1,389,501 | | | | 1,355,757 | |
UKG Inc. +, a | Cash 3.25% + L (0.75% Floor)^^ | | | 07/13/20 | | | | 05/04/26 | | Senior | | | 990,019 | | | | 983,495 | |
Unified Women’s Healthcare, LLC +, a, f | Cash 4.25% + L (0.75% Floor)^ | | | 03/16/21 | | | | 12/20/27 | | Senior | | | 2,683,515 | | | | 2,661,376 | |
Upstream Newco, Inc. +, a | Cash 4.25% + L^ | | | 08/04/21 | | | | 11/20/26 | | Senior | | | 3,473,750 | | | | 3,456,381 | |
Utz Quality Foods, LLC +, a | Cash 3.00% + L^^ | | | 01/29/21 | | | | 01/20/28 | | Senior | | | 3,653,755 | | | | 3,608,083 | |
VeriFone Systems, Inc. +, a | Cash 4.00% + L^^ | | | 09/25/18 | | | | 08/20/25 | | Senior | | | 3,579,452 | | | | 3,534,709 | |
Vetcor Acquisition LLC +, a | Cash 6.50% + L (0.75% Floor)^^ | | | 12/03/21 | | | | 07/02/26 | | Second Lien | | | 74,304 | | | | 73,680 | |
Vetcor Professional Practices LLC +, a | Cash 6.50% + L^ | | | 07/02/18 | | | | 07/02/26 | | Second Lien | | | 2,990,000 | | | | 2,964,884 | |
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 Schedule of Investments –
March 31, 2022 (continued)
Private Equity Investments (continued) Direct Investments * (continued) Direct Debt (continued) | Interest | | Acquisition Date | | | Maturity Date | | Investment Type | | Principal | | | Fair Value** | |
North America (5.20%) (continued) |
Vetcor Professional Practices LLC +, a | Cash 6.50% + L^^ | | | 07/02/18 | | | | 07/02/26 | | Second Lien | | $ | 613,333 | | | $ | 608,181 | |
Virtusa Corporation +, a | Cash 3.75% + SF (0.75% Floor)vv | | | 02/28/22 | | | | 02/11/28 | | Senior | | | 2,200,000 | | | | 2,184,875 | |
Vision Solutions, Inc. +, a | Cash 4.25% + L (0.75% Floor)^^ | | | 05/06/21 | | | | 03/19/28 | | Senior | | | 3,880,500 | | | | 3,844,140 | |
Vision Solutions, Inc. +, a | Cash 7.25% + L (0.75% Floor)^^ | | | 09/07/21 | | | | 04/23/29 | | Second Lien | | | 2,300,000 | | | | 2,268,743 | |
VS Buyer, LLC +, a | Cash 3.00% + L^^ | | | 04/10/20 | | | | 02/28/27 | | Senior | | | 1,960,000 | | | | 1,946,113 | |
Weld North Education LLC +, a | Cash 3.75% + L (0.75% Floor)^^ | | | 12/15/20 | | | | 12/15/27 | | Senior | | | 1,283,750 | | | | 1,275,727 | |
West Corporation +, a | Cash 3.50% + L (1.00% Floor)^^ | | | 04/20/18 | | | | 10/10/24 | | Senior | | | 3,050,146 | | | | 2,766,717 | |
Whatabrands LLC +, a | Cash 3.25% + L (0.50% Floor)^ | | | 08/05/21 | | | | 07/21/28 | | Senior | | | 2,992,500 | | | | 2,954,061 | |
Woof Holdings, Inc. +, a | Cash 7.25% + L (0.75% Floor)^^ | | | 12/21/20 | | | | 12/22/28 | | Second Lien | | | 7,200,000 | | | | 7,146,000 | |
WP CityMD Bidco LLC +, a | Cash 3.75% + L (1.00% Floor)^^ | | | 09/01/19 | | | | 08/13/26 | | Senior | | | 2,947,725 | | | | 2,933,296 | |
WP CityMD Bidco LLC +, a | Cash 3.25% + L (0.50% Floor)^^ | | | 11/18/21 | | | | 08/13/28 | | Senior | | | 3,000,000 | | | | 2,985,315 | |
WWEX UNI TopCo Holdings, LLC +, a | Cash 4.25% + L (0.75% Floor)^^ | | | 08/03/21 | | | | 07/26/28 | | Senior | | | 2,693,250 | | | | 2,666,062 | |
Zacapa S.a r.l. +, a, f | Cash 4.25% + SF (0.50% Floor)vvv | | | 02/10/22 | | | | 03/22/29 | | Senior | | | 2,241,500 | | | | 497,875 | |
Zayo Group Holdings, Inc. +, a | Cash 3.00% + L^ | | | 04/24/20 | | | | 03/09/27 | | Senior | | | 3,919,474 | | | | 2,850,507 | |
Total North America (5.20%) | | | | | | | | | | | | | | | | | 628,252,913 | |
| | | | | | | | | | | | | | | | | | |
Rest of World (0.31%) |
AI Sirona (Luxembourg) Acquisition S.a.r.l. +, a | Cash 4.50% + L^^^ | | | 10/05/18 | | | | 07/10/25 | | Senior | | | 22,171,514 | | | | 21,818,159 | |
AI Sirona (Luxembourg) Acquisition S.a.r.l. +, a | Cash 3.75% + E# | | | 10/05/18 | | | | 09/29/25 | | Senior | | | 2,401,128 | | | | 2,190,936 | |
AI Sirona (Luxembourg) Acquisition S.a.r.l. +, a | Cash 7.25% + E### | | | 10/11/18 | | | | 09/28/26 | | Second Lien | | | 13,678,916 | | | | 12,889,232 | |
Total Rest of World (0.31%) | | | | | | | | | | | | | | | | | 36,898,327 | |
| | | | | | | | | | | | | | | | | | |
Western Europe (2.38%) |
Acuris Finance US, Inc. +, a | Cash 4.00% + L (0.50% Floor)^^ | | | 03/11/21 | | | | 02/16/28 | | Senior | | | 677,083 | | | | 672,533 | |
AEA International Holdings (Luxembourg) S.a.r.l. +, a | Cash 3.75% + L (0.50% Floor)^^ | | | 09/15/21 | | | | 08/09/28 | | Senior | | | 2,294,250 | | | | 2,291,382 | |
AI Convoy (Luxembourg) S.a.r.l. +, a | Cash 3.50% + L (1.00% Floor)^^ | | | 05/20/20 | | | | 01/18/27 | | Senior | | | 1,856,770 | | | | 1,834,953 | |
AI PLEX AcquiCo GmbH +, a | Cash 4.75% + L^^^ | | | 08/23/19 | | | | 07/31/26 | | Senior | | | 4,894,850 | | | | 4,650,107 | |
Albion Financing 3 S.a r.l. +, a | Cash 5.25% + L (0.50% Floor)^^ | | | 01/14/22 | | | | 07/31/26 | | Senior | | | 2,500,000 | | | | 2,483,338 | |
Alcumus +, a, e | Cash 6.00% + S>> | | | 03/09/22 | | | | 03/09/29 | | Senior | | | 2,842,801 | | | | — | |
Altice France S.A. +, a | Cash 4.00% + L^^ | | | 01/27/21 | | | | 08/14/26 | | Senior | | | 2,971,860 | | | | 2,919,110 | |
Asgard Investments B.V. +, a | Cash 5.75% + E## | | | 03/15/22 | | | | 03/15/29 | | Senior | | | 13,721,320 | | | | 13,558,602 | |
Aston Finco S.à.r.l. +, a | Cash 4.25% + L^^ | | | 11/14/19 | | | | 10/09/26 | | Senior | | | 2,744,000 | | | | 2,724,572 | |
Aston Finco S.à.r.l. +, a | Cash 8.25% + L^^ | | | 10/25/19 | | | | 10/09/27 | | Second Lien | | | 36,733,592 | | | | 37,284,348 | |
Atlas Packaging GmbH +, a | Cash 7.75% + E### | | | 09/14/18 | | | | 07/31/26 | | Second Lien | | | 3,016,905 | | | | 2,729,385 | |
Auris Luxembourg III Sarl +, a | Cash 3.75% + L^ | | | 04/04/19 | | | | 02/27/26 | | Senior | | | 971,220 | | | | 949,367 | |
Babar Bidco +, a | Cash 4.00% + E### | | | 12/04/20 | | | | 11/17/27 | | Senior | | | 1,214,051 | | | | 1,110,160 | |
CD&R Firefly Bidco Limited +, a | Cash 4.75% + S>>> | | | 08/31/18 | | | | 06/23/25 | | Senior | | | 5,199,152 | | | | 5,159,498 | |
CD&R Firefly Bidco Limited +, a | Cash 8.35% + S>> | | | 06/22/21 | | | | 06/12/26 | | Second Lien | | | 19,485,767 | | | | 18,522,087 | |
CD&R Firefly Bidco Limited +, a | Cash 8.35% + S>>> | | | 06/21/18 | | | | 06/18/26 | | Second Lien | | | 26,897,480 | | | | 27,378,360 | |
CEP V Investment 22 S.àr.l. (Lux) +, a | PIK 8.25% + L^^^ | | | 02/28/22 | | | | 08/31/30 | | Mezzanine | | | 5,523,703 | | | | 5,431,018 | |
CEP V Investment 22 S.àr.l. (Lux) +, a | 8.25% PIK + L^^^ | | | 02/28/22 | | | | 08/31/30 | | Mezzanine | | | 819,449 | | | | 797,342 | |
Cidron Kuma 2 SARL +, a | Cash 7.00% + E (0.50% Floor)### | | | 02/28/18 | | | | 02/28/26 | | Second Lien | | | 1,146,938 | | | | 1,045,242 | |
Compass IV Limited +, a | Cash 4.00% + E### | | | 07/06/18 | | | | 05/09/25 | | Senior | | | 341,033 | | | | 209,301 | |
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 Schedule of Investments –
March 31, 2022 (continued)
Private Equity Investments (continued) Direct Investments * (continued) Direct Debt (continued) | Interest | | Acquisition Date | | | Maturity Date | | Investment Type | | Principal | | | Fair Value** | |
Western Europe (2.38%) (continued) |
Constellation Automotive Group Limited +, a | Cash 4.75% + S>>> | | | 09/03/21 | | | | 07/28/28 | | Senior | | $ | 1,387,192 | | | $ | 1,294,810 | |
Constellation Automotive Limited +, a | Cash 7.50% + S>>> | | | 10/18/21 | | | | 07/30/29 | | Second Lien | | | 1,372,084 | | | | 1,305,669 | |
CTC AcquiCo GmbH +, a | Cash 3.75% + E## | | | 03/29/18 | | | | 03/07/25 | | Senior | | | 3,608,360 | | | | 3,079,934 | |
CTEC III GmbH +, a, f | Cash 3.75% + E### | | | 01/19/22 | | | | 03/16/29 | | Senior | | | 3,200,000 | | | | 452,878 | |
Dragon Bidco Limited +, a | Cash 6.00% + S>> | | | 03/09/22 | | | | 03/09/29 | | Senior | | | 8,941,459 | | | | 8,721,178 | |
EG Group Limited +, a | Cash 4.00% + E## | | | 06/20/18 | | | | 02/07/25 | | Senior | | | 1,881,179 | | | | 1,676,698 | |
EG Group Limited +, a | Cash 4.00% + L^ | | | 05/22/18 | | | | 02/07/25 | | Senior | | | 1,358,521 | | | | 1,359,807 | |
Fugue Finance B.V. +, a | Cash 3.25% + E## | | | 08/24/20 | | | | 08/30/24 | | Senior | | | 1,299,487 | | | | 1,210,618 | |
Fusilli AcquiCo S.à r.l. +, a | Cash 6.00% + E### | | | 01/27/22 | | | | 10/12/23 | | Senior | | | 1,114,648 | | | | 1,048,374 | |
Genesis Care Finance Pty Ltd +, a | Cash 5.00% + L (1.00% Floor)^^^ | | | 07/28/20 | | | | 05/14/27 | | Senior | | | 2,161,500 | | | | 1,930,036 | |
Grupo Iberica de Congelados, SA +, a | Cash 7.00% + E# | | | 06/28/19 | | | | 11/28/24 | | Senior | | | 1,109,864 | | | | 1,031,534 | |
HIG Finance 2 Limited +, a | Cash 3.25% + L (0.75% Floor)^ + P 2.25% (1.75% Floor) | | | 10/05/21 | | | | 11/12/27 | | Senior | | | 1,492,443 | | | | 1,478,138 | |
HIG Finance 2 Limited +, a, f | Cash 3.25% + L (0.75% Floor)^+ P 2.25% (1.75% Floor) | | | 11/09/21 | | | | 11/12/27 | | Senior | | | 1,700,000 | | | | 1,683,272 | |
HNVR Holdco Limited +, a | Cash 5.50% + E### | | | 01/25/22 | | | | 09/12/27 | | Senior | | | 1,691,173 | | | | 1,565,205 | |
Holding Socotec SAS +, a | Cash 4.25% + L (0.75% Floor)^^^ | | | 09/10/21 | | | | 06/30/28 | | Senior | | | 1,500,000 | | | | 1,492,500 | |
Hunter Douglas NV +, a | Cash 3.50% + SF (0.50% Floor)vv | | | 03/07/22 | | | | 02/26/29 | | Senior | | | 1,800,000 | | | | 1,765,800 | |
Hunter Holdco 3 Limited +, a | Cash 4.25% + L (0.50% Floor)^^ | | | 08/26/21 | | | | 08/19/28 | | Senior | | | 3,300,000 | | | | 3,287,625 | |
Hurtigruten AS +, a | Cash 8.00% + E## | | | 01/20/22 | | | | 06/11/23 | | Senior | | | 1,697,931 | | | | 1,656,598 | |
IGT Holding IV AB +, a | Cash 3.50% + L(0.50% Floor)^^^ | | | 07/21/21 | | | | 03/31/28 | | Senior | | | 1,881,000 | | | | 1,864,541 | |
International Park Holdings B.V. +, a | Cash 3.50% + L^^ | | | 11/16/21 | | | | 06/13/24 | | Senior | | | 2,967,557 | | | | 2,865,447 | |
ION Trading Finance Limited +, a | Cash 4.75% + L (1.00% Floor)^^ | | | 05/25/21 | | | | 04/01/28 | | Senior | | | 2,779,000 | | | | 2,760,811 | |
IWH UK Finco Limted +, a | Cash 4.00% + E### | | | 02/28/18 | | | | 11/28/24 | | Senior | | | 5,886,679 | | | | 5,369,171 | |
Kiwi VFS Sub II S.a.r.l. +, a | Cash 3.25% + E## | | | 08/21/18 | | | | 07/29/24 | | Senior | | | 1,151,803 | | | | 1,105,333 | |
Loire UK Midco 3 Limited +, a | Cash 3.75% + L (0.75% Floor)^^^ | | | 07/09/21 | | | | 04/21/27 | | Senior | | | 1,287,049 | | | | 1,273,644 | |
Loire UK Midco 3 Limited +, a | Cash 3.25% + L^^^ | | | 06/08/20 | | | | 04/21/27 | | Senior | | | 1,375,683 | | | | 1,361,355 | |
Mar Bidco S.a.r.l. +, a | Cash 4.25% + L^^ | | | 07/30/21 | | | | 07/06/28 | | Senior | | | 2,892,857 | | | | 2,860,313 | |
Matador Bidco S.a r.l. +, a | Cash 4.75% + L^ | | | 11/12/19 | | | | 10/15/26 | | Senior | | | 3,603,308 | | | | 3,597,687 | |
Nomad Foods Limited +, a | Cash 2.25% + L^ | | | 07/02/18 | | | | 05/15/24 | | Senior | | | 1,551,247 | | | | 1,537,030 | |
Osmosis Buyer Limited +, a, e, f | Cash 3.75% + SF (0.50% Floor)vv | | | 08/03/21 | | | | 07/30/28 | | Senior | | | 600,000 | | | | (2,962 | ) |
Osmosis Buyer Limited +, a | Cash 3.75% + SF (0.50% Floor)vv | | | 08/03/21 | | | | 07/31/28 | | Senior | | | 4,400,000 | | | | 4,360,136 | |
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 | | | 26,898,335 | | | | 27,736,264 | |
Paradocs Holding S.a r.l. +, a | Cash 3.75% + L (0.75% Floor)^^ | | | 06/02/21 | | | | 02/17/28 | | Senior | | | 1,273,250 | | | | 1,261,320 | |
Paysafe Group Holdings II Limited +, a | Cash 2.75% + L (0.50% Floor)^^ | | | 01/21/22 | | | | 06/28/28 | | Senior | | | 994,987 | | | | 955,501 | |
PEARLS (Netherlands) Bidco B.V. +, a | Cash 4.00% + SFvvv | | | 03/30/22 | | | | 03/01/29 | | Senior | | | 1,500,000 | | | | 1,471,875 | |
Rainbow Jvco Ltd +, a | Cash 7.25% + E##; PIK 7.25% | | | 02/24/22 | | | | 02/24/30 | | Mezzanine | | | 9,256,340 | | | | 8,895,526 | |
RivieraTopco SARL +, a | PIK 8.50% + E (1.00% Floor)### | | | 12/08/17 | | | | 05/08/24 | | Mezzanine | | | 1,870,798 | | | | 1,680,812 | |
Rouge Beachhouse B.V. +, a | Cash 4.50% + E## | | | 10/15/18 | | | | 07/25/25 | | Senior | | | 579,174 | | | | 555,839 | |
Sapphire Bidco B.V. +, a | Cash 3.25% + E## | | | 05/25/18 | | | | 05/05/25 | | Senior | | | 2,271,578 | | | | 2,196,986 | |
Seren Bidco AB +, a | Cash 3.50% + L (0.50% Floor)^^ | | | 01/21/22 | | | | 11/16/28 | | Senior | | | 2,693,250 | | | | 2,662,964 | |
Seren Bidco AB +, a | Cash 7.25% + SR ¤¤ | | | 11/16/21 | | | | 11/16/29 | | Second Lien | | | 16,653,255 | | | | 15,601,739 | |
Sitel Group +, a | Cash 3.75% + L (0.50% Floor)^^ | | | 10/15/21 | | | | 08/28/28 | | Senior | | | 1,791,000 | | | | 1,779,063 | |
Starfruit Finco B.V. +, a | Cash 2.75% + L^^ | | | 11/14/18 | | | | 10/01/25 | | Senior | | | 1,788,423 | | | | 1,762,241 | |
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 Schedule of Investments –
March 31, 2022 (continued)
Private Equity Investments (continued) Direct Investments * (continued) Direct Debt (continued) | Interest | | Acquisition Date | | | Maturity Date | | Investment Type | | Principal | | | Fair Value** | |
Western Europe (2.38%) (continued) |
Summer (BC) Bidco B LLC +, a | Cash 4.50% + L (0.75% Floor)^^ | | | 09/08/21 | | | | 12/04/26 | | Senior | | $ | 995,000 | | | $ | 990,856 | |
Sunshine Luxembourg VII Sarl +, a | Cash 3.75% + L (0.75% Floor)^^ | | | 10/22/19 | | | | 10/01/26 | | Senior | | | 2,759,613 | | | | 2,744,614 | |
Tahoe Subco 1 Ltd. +, a | Cash 3.50% + L (1.00% Floor)^^ | | | 03/20/18 | | | | 06/13/24 | | Senior | | | 2,729,450 | | | | 2,694,391 | |
team.blue Finco Sarl +, a | Cash 3.75% + E### | | | 06/25/21 | | | | 03/27/28 | | Senior | | | 4,027,657 | | | | 3,743,139 | |
Vertical Midco GmbH +, a | Cash 3.50% + L^^^ | | | 09/09/20 | | | | 07/30/27 | | Senior | | | 3,948,078 | | | | 3,917,658 | |
Virgin Media Bristol, LLC +, a | Cash 2.50% + L^ | | | 02/07/18 | | | | 01/31/28 | | Senior | | | 5,486,250 | | | | 5,434,687 | |
Zacapa S.a.r.l. +, a | Cash 5.00% + L (0.75% Floor)^^ | | | 07/31/18 | | | | 07/02/25 | | Senior | | | 1,741,500 | | | | 1,734,099 | |
Ziggo Financing Partnership +, a | Cash 2.50% + L^^ | | | 02/27/20 | | | | 04/30/28 | | Senior | | | 2,500,000 | | | | 2,465,625 | |
Total Western Europe (2.38%) | | | | | | | | | | | | | | | | 287,029,084 | |
Total Direct Debt (8.12%) | | $ | 979,534,628 | |
| | | | | | | | | | | | | | | | | | |
Total Direct Investments (63.73%) | | $ | 7,692,950,374 | |
Private Equity Investments (continued) Secondary Investments *, c (10.38%) | | Acquisition Date | | | Fair Value | |
Asia - Pacific (1.22%) | | | | | | | | |
Baring Asia Private Equity Fund IV, L.P. +, a, e | | | 11/24/09 | | | $ | 6,346 | |
CVC Capital Partners Asia Pacific III, L.P. +, a, e | | | 01/11/13 | | | | 495,009 | |
MBK Partners Colonel Fund, L.P. +, a, e | | | 09/20/21 | | | | 77,468,624 | |
TPG Asia VII (B), L.P. +, a, e | | | 12/07/18 | | | | 20,862,978 | |
TRG Growth Partnership (Offshore) II, L.P. +, a, e | | | 08/02/10 | | | | 134,921 | |
TRG Growth Partnership (Offshore), L.P. +, a, e | | | 08/02/10 | | | | 6,003 | |
TRG Growth Partnership II, L.P. +, a, e | | | 07/08/10 | | | | 399,215 | |
Yunfeng Capital Fund III, L.P. +, a, e | | | 05/18/21 | | | | 45,357,768 | |
Yunfeng Capital Fund IV, L.P. +, a, e | | | 05/31/21 | | | | 3,354,874 | |
Total Asia - Pacific (1.22%) | | | | | | | 148,085,738 | |
| | | | | | | | |
North America (7.80%) |
Abingworth Bioventures V, L.P. +, a, e | | | 06/30/12 | | | | 30,139 | |
Apollo Investment Fund VII, L.P. +, a, e | | | 07/01/10 | | | | 32,645 | |
Apollo Overseas Partners (Delaware) VII, L.P. +, a, e | | | 10/01/09 | | | | 14,224 | |
Ares PE Extended Value Fund, L.P. +, a, e | | | 11/14/19 | | | | 34,911,258 | |
Bain Capital Fund X, L.P. +, a | | | 12/31/12 | | | | 2,385,726 | |
Bain Capital Fund X, L.P. +, a, e | | | 12/31/12 | | | | 2,742,214 | |
Bain Capital VIII Co-Investment Fund, L.P. +, a, e | | | 12/31/15 | | | | 1 | |
Berkshire Fund VIII, L.P. +, a, e | | | 09/03/21 | | | | 44,693,844 | |
Berkshire Fund X-A, L.P. +, a, e | | | 09/03/21 | | | | 1,643,691 | |
Bertram Growth Capital II-A, L.P. +, a, e | | | 09/30/15 | | | | 293,646 | |
CCMP Capital Investors IV, L.P. +, a, e | | | 04/01/21 | | | | — | |
Clayton, Dubilier & Rice Fund VIII, L.P. +, a | | | 12/31/12 | | | | 1,650,434 | |
Clayton, Dubilier & Rice Fund VIII, L.P. +, a, e | | | 12/31/12 | | | | 1,871,971 | |
DST Opportunities Access Offshore LP +, a, e | | | 09/30/20 | | | | 20,985,062 | |
ECP Terra-Gen Growth Fund, LP +, a, e | | | 03/23/21 | | | | 2,744,677 | |
EETF Sidecar I-C L.P. +, a | | | 04/30/21 | | | | 7,959,585 | |
EnCap Energy Co-Investment Fund I-C, L.P. +, a, e | | | 04/30/21 | | | | 1,216,203 | |
EnCap Energy Transition Fund I, LP +, a, e | | | 04/30/21 | | | | 3,359,832 | |
Energy Capital Partners Credit Solutions II, L.P. +, a, e | | | 02/03/21 | | | | 1,888,576 | |
Energy Capital Partners III, L.P. +, a, e | | | 02/01/21 | | | | 10,597,544 | |
Frazier Healthcare VI, L.P. +, a | | | 06/30/12 | | | | 148,505 | |
FS Equity Partners V, L.P. +, a, e | | | 08/07/12 | | | | 888,828 | |
GA Continuity Fund I L.P. (Bermuda) +, a, e | | | 06/30/21 | | | | 58,192,601 | |
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 Schedule of Investments –
March 31, 2022 (continued)
Private Equity Investments (continued) Secondary Investments *, c (continued) | | Acquisition Date | | | Fair Value | |
North America (7.80%) (continued) | | | | | | | | |
General Atlantic Investment Partners 2021, L.P. +, a, e | | | 07/02/21 | | | $ | 2,486,893 | |
Genstar Capital Partners V, L.P. +, a, e | | | 09/30/15 | | | | 4,921 | |
Green Equity Investors Side CF, L.P. +, a, e | | | 04/16/21 | | | | 47,010,903 | |
Gridiron Energy Feeder I, L.P. +, a, e | | | 05/15/17 | | | | 32,485,009 | |
Gryphon Partners 3.5, L.P. +, a, e | | | 05/21/13 | | | | 1,223,749 | |
Gryphon Partners IV L.P. +, a, e | | | 02/08/16 | | | | 25,418,399 | |
H.I.G. Bayside Debt & LBO Fund II, L.P. +, a, e | | | 12/30/10 | | | | 278,920 | |
Harvest Partners V, L.P. +, a, e | | | 09/30/11 | | | | 3,568 | |
Hellman & Friedman Capital Partners VI, L.P. +, a, e | | | 12/31/12 | | | | 133,489 | |
Icon Partners IV, L.P. +, a, e | | | 05/26/21 | | | | 32,690,839 | |
Icon Partners V, L.P. +, a, e | | | 12/27/21 | | | | 73,793,839 | |
Insight Venture Partners Continuation Fund, L.P. +, a, e | | | 09/09/19 | | | | 63,510,471 | |
Investcorp Private Equity 2007 Fund, L.P. +, a, e | | | 03/31/11 | | | | 9,262 | |
Investcorp Technology Partners III (Cayman), L.P. +, a | | | 08/19/11 | | | | 14,443 | |
Lee Equity Partners II, L.P. +, a, e | | | 06/30/17 | | | | 5,471,598 | |
Lee Equity Partners Realization Fund, L.P. +, a, e | | | 06/30/17 | | | | 17,552,005 | |
Lightyear Fund II, L.P. +, a, e | | | 09/30/13 | | | | 26,977 | |
Madison Dearborn Capital Partners V, L.P. +, a, e | | | 01/03/12 | | | | 216,176 | |
Madison Dearborn Capital Partners VIII, L.P. +, a, e | | | 03/15/21 | | | | 3,929,237 | |
MidOcean Partners III, L.P. +, a, e | | | 06/30/11 | | | | 120,828 | |
Monomoy Capital Partners II, L.P. +, a, e | | | 09/30/15 | | | | 1,455,361 | |
New Enterprise Associates 17, L.P. +, a, e | | | 09/30/20 | | | | 6,755,988 | |
Northgate Growth Fund, L.P. +, a, e | | | 12/20/19 | | | | 6,665,185 | |
NVP VIII PG, L.P. +, a, e | | | 05/31/19 | | | | 76,566,038 | |
Oak Investment Partners XII, L.P. +, a | | | 06/28/12 | | | | 95,230 | |
Palladium Equity Partners III, L.P. +, a, e | | | 08/02/10 | | | | 491 | |
Pamlico Capital GP II, LLC +, a, e | | | 03/31/14 | | | | 2,523 | |
Providence Equity Partners IV, L.P. +, a, e | | | 06/30/11 | | | | 931 | |
Providence Equity Partners V, L.P. +, a, e | | | 06/30/11 | | | | 7,475 | |
Providence Equity Partners VI-A, L.P. +, a, e | | | 06/30/13 | | | | 1,405,813 | |
Providence Equity Partners VII-A, L.P. +, a, e | | | 06/30/13 | | | | 1,982,259 | |
PT2, L.P. +, a, e | | | 12/21/21 | | | | 8,996,847 | |
Revelstoke Single Asset Fund I, L.P. +, a, e | | | 11/20/19 | | | | 84,014,469 | |
Samson Partners, L.P. +, a, e | | | 12/21/20 | | | | 43,912,032 | |
Silver Lake Partners III, L.P. +, a, e | | | 06/30/14 | | | | 1,031,073 | |
Silver Lake Partners V, L.P. +, a, e | | | 03/31/17 | | | | 63,771,228 | |
Silver Lake Sumeru Fund, L.P. +, a, e | | | 12/18/09 | | | | 7,544 | |
SL SPV-1, L.P. +, a | | | 12/13/16 | | | | 31,014,868 | |
SL SPV-2, L.P. +, a | | | 05/01/19 | | | | 9,020,245 | |
Sun Capital Partners V, L.P. +, a, e | | | 09/30/13 | | | | 4,809,749 | |
TA Atlantic & Pacific VI, L.P. +, a, e | | | 09/30/15 | | | | 165,275 | |
TA XI, L.P. +, a, e | | | 09/30/15 | | | | 2,266,977 | |
TCV VII (A), L.P. +, a, e | | | 09/30/13 | | | | 680,326 | |
TorQuest Partners Fund (U.S.) II, L.P. +, a, e | | | 09/30/15 | | | | 289,743 | |
TPG Partners V, L.P. +, a, e | | | 07/11/11 | | | | 16,964 | |
TPG Partners VI, L.P. +, a, e | | | 12/31/12 | | | | 1,598,360 | |
Tudor Ventures III, L.P. +, a, e | | | 12/31/12 | | | | 73,468 | |
Vistria Fund III, LP +, a, e | | | 06/19/19 | | | | 14,377,102 | |
Warburg Pincus Private Equity X, L.P. +, a | | | 09/28/12 | | | | 207,422 | |
Welsh, Carson, Anderson & Stowe XII, L.P. +, a, e | | | 12/31/18 | | | | 75,445,815 | |
Total North America (7.80%) | | | | | | | 941,269,533 | |
| | | | | | | | |
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 Schedule of Investments –
March 31, 2022 (continued)
Private Equity Investments (continued) Secondary Investments *, c (continued) | | Acquisition Date | | | Fair Value | |
Western Europe (1.36%) |
3i Eurofund Vb, L.P. +, a | | | 10/01/14 | | | $ | 84,152 | |
3i Growth Capital B, L.P. +, a, e | | | 10/01/14 | | | | 58,688 | |
Abingworth Bioventures III, L.P. +, a, e | | | 09/30/15 | | | | 9,384 | |
Abingworth Bioventures V Co-Investment Growth Equity Fund, L.P. +, a, e | | | 06/30/12 | | | | 50,984 | |
Advent International GPE VI, L.P. +, a | | | 04/30/11 | | | | 330,805 | |
Apax Europe VI - A, L.P. +, a, e | | | 07/01/11 | | | | 162,475 | |
Apax Europe VII - B, L.P. +, a, e | | | 04/30/11 | | | | 4,367 | |
Astorg IQ-EQ Fund SCSp +, a, e | | | 01/13/22 | | | | 11,403,799 | |
Astorg V FCPR +, a, e | | | 09/30/15 | | | | 13,467 | |
BC European Capital IX, L.P. +, a, e | | | 09/30/14 | | | | 4,285,295 | |
Carlyle Europe Partners II, L.P. +, a, e | | | 12/28/12 | | | | 13,179 | |
Carlyle Europe Partners III, L.P. +, a, e | | | 09/30/14 | | | | 214,629 | |
CCP IX L.P. No.2 +, a, e | | | 09/30/14 | | | | 183,626 | |
CD&R Value Building Partners I, L.P. +, a, e | | | 12/17/21 | | | | 51,937,104 | |
CVC European Equity Partners V, L.P. +, a, e | | | 12/28/12 | | | | 164,855 | |
EPIC I-b Fund SLP +, a, e | | | 11/30/20 | | | | 23,982,626 | |
ESP Golden Bear Europe Fund +, a, e | | | 12/31/16 | | | | 4,403,160 | |
Galileo III FCPR +, a, e | | | 09/30/15 | | | | 32,819 | |
Graphite Capital Partners VII Top-Up +, a, e | | | 09/30/15 | | | | 160 | |
Graphite Capital Partners VII, L.P. +, a, e | | | 09/30/15 | | | | 180,272 | |
Italian Private Equity Fund IV, L.P. +, a, e | | | 01/29/16 | | | | 16,126 | |
KKR European Fund III, L.P. +, a, e | | | 10/01/14 | | | | 327,040 | |
Montagu III, L.P. +, a, e | | | 12/09/09 | | | | 1 | |
Montagu+ SCSp +, a, e | | | 12/06/21 | | | | 32,007,305 | |
Permira Europe II, L.P. +, a | | | 11/29/13 | | | | 25,399 | |
Permira Europe III, L.P. +, a | | | 09/30/13 | | | | 47,498 | |
Permira IV, L.P. +, a | | | 09/30/15 | | | | 9,516,191 | |
Riverside Europe Fund IV, L.P. +, a, e | | | 09/30/14 | | | | 648,321 | |
STG Alternative Investments S.C.A. SICAV-RAIF +, a, e | | | 09/17/21 | | | | 13,042,627 | |
Trilantic Capital Partners V (Europe) S.C.A., SICAR +, a, e | | | 11/20/20 | | | | 10,763,856 | |
Trilantic Europe VI SCSp +, a, e | | | 12/10/20 | | | | — | |
Total Western Europe (1.36%) | | | | | | | 163,910,210 | |
| | | | | | | | |
Total Secondary Investments (10.38%) | | | | | | $ | 1,253,265,481 | |
| | | | | | | | |
Primary Investments *, c (13.86%) | | | | | | | | |
Asia - Pacific (0.99%) | | | | | | | | |
Baring Asia Private Equity Fund V, L.P. +, a, e | | | 12/01/10 | | | | 2,148,053 | |
BGH Capital Fund I +, a, e | | | 03/01/18 | | | | 12,781,201 | |
BGH Capital VCLP II +, a, e | | | 02/01/22 | | | | — | |
CMC Capital Partners IV, L.P +, a, e | | | 03/12/21 | | | | — | |
CPEChina Fund III, L.P. +, a, e | | | 03/28/18 | | | | 31,827,374 | |
Hony Capital Fund VIII, L.P. +, a, e | | | 10/30/15 | | | | 7,999,131 | |
Hony Capital Partners V, L.P. +, a, e | | | 12/15/11 | | | | 4,446,676 | |
J-STAR No.4-C, L.P. +, a, e | | | 08/02/19 | | | | 15,437,003 | |
J-STAR No.5-B, LP +, a, e | | | 02/28/22 | | | | — | |
Kedaara Capital III Limited +, a | | | 06/17/21 | | | | 985,021 | |
KKR Asian Fund IV SCSp +, a, e | | | 05/29/20 | | | | 1,178,741 | |
Primavera Capital Fund III L.P. +, a, e | | | 05/09/18 | | | | 14,544,687 | |
Primavera Capital Fund IV, L.P. +, a, e | | | 05/20/21 | | | | 4,145,070 | |
Southern Capital Fund IV L.P. +, a, e | | | 01/26/18 | | | | 2,152,756 | |
The Baring Asia Private Equity Fund VII, L.P. +, a, e | | | 07/10/18 | | | | 9,197,848 | |
Trustbridge Partners VI, L.P. +, a, e | | | 04/12/18 | | | | 12,881,084 | |
Total Asia - Pacific (0.99%) | | | | | | | 119,724,645 | |
| | | | | | | | |
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)
Consolidated Schedule of Investments –
March 31, 2022 (continued)
Private Equity Investments (continued) Primary Investments *, c (continued) | | Acquisition Date | | | Fair Value | |
North America (8.47%) |
Advent Global Technology, L.P. +, a | | | 06/25/19 | | | $ | 3,529,102 | |
AEA Investors Fund VII L.P. +, a | | | 02/08/19 | | | | 3,134,575 | |
American Industrial Partners Capital Fund VII, L.P. +, a | | | 03/29/19 | | | | 12,224,380 | |
Apollo Investment Fund IX, L.P +, a | | | 06/01/17 | | | | 22,991,834 | |
Apollo Investment Fund VIII, L.P. +, a | | | 06/28/13 | | | | 5,327,807 | |
Ares Corporate Opportunities Fund IV, L.P. +, a | | | 04/19/12 | | | | 4,409,884 | |
Ares Corporate Opportunities Fund V, L.P. +, a | | | 12/28/15 | | | | 9,487,627 | |
Ares Corporate Opportunities Fund VI, L.P. +, a | | | 06/02/20 | | | | 1,229,329 | |
Avista Capital Partners II, L.P. +, a | | | 03/15/10 | | | | 101,267 | |
Avista Capital Partners III, L.P. +, a | | | 10/03/11 | | | | 82,109 | |
Bain Capital Fund XII, L.P. +, a | | | 06/30/17 | | | | 21,028,104 | |
Bain Capital Fund XIII, L.P. +, a | | | 08/07/20 | | | | 3,909,171 | |
Barings Transportation Fund, L.P. +, a | | | 09/23/21 | | | | 10,476,197 | |
Berkshire Fund IX, L.P. +, a | | | 03/18/16 | | | | 15,531,127 | |
Caltius Partners V-A, L.P. +, a | | | 12/02/14 | | | | 7,128,337 | |
Carlyle Partners VII, L.P. +, a | | | 11/29/17 | | | | 55,015,107 | |
Carlyle Partners VIII, L.P. +, a | | | 09/10/21 | | | | 263,772 | |
Clayton Dubilier & Rice Fund IX, L.P. +, a | | | 07/31/13 | | | | 13,993,289 | |
Clayton, Dubilier & Rice Fund XI, L.P. +, a | | | 05/15/20 | | | | 7,013,236 | |
Clearlake Capital Partners V, L.P. +, a | | | 12/15/17 | | | | 44,576,705 | |
Clearlake Capital Partners VI, L.P. +, a | | | 12/15/19 | | | | 17,226,382 | |
Clearlake Capital Partners VII, L.P. +, a, e | | | 09/23/21 | | | | — | |
Crescent Mezzanine Partners VI, L.P. +, a | | | 03/30/12 | | | | 681,850 | |
Frazier Healthcare Growth Buyout Fund X, L.P. +, a | | | 03/10/21 | | | | 2,124,360 | |
Genstar Capital Partners IX, L.P. +, a | | | 02/21/19 | | | | 21,364,209 | |
Genstar Capital Partners VI, L.P. +, a | | | 09/01/12 | | | | 2,302,522 | |
Genstar Capital Partners VII, L.P. +, a | | | 06/26/15 | | | | 6,373,610 | |
Genstar Capital Partners VIII, L.P. +, a | | | 03/23/17 | | | | 35,704,449 | |
Genstar Capital Partners X, L.P. +, a | | | 04/01/21 | | | | 1,408,255 | |
Genstar X Opportunities Fund, L.P. +, a | | | 08/13/21 | | | | 552,344 | |
GoldPoint Mezzanine Partners IV, L.P. +, a | | | 12/30/15 | | | | 9,791,802 | |
Green Equity Investors IX, L.P. +, a, e | | | 03/01/22 | | | | — | |
Green Equity Investors Side VIII, L.P. +, a | | | 10/18/19 | | | | 24,973,134 | |
Gryphon Heritage Partners, L.P. +, a | | | 12/17/20 | | | | 4,514,305 | |
Gryphon Partners V, L.P. +, a | | | 02/23/18 | | | | 9,407,663 | |
Gryphon Partners VI, L.P. +, a | | | 12/17/20 | | | | 4,725,209 | |
Harvest Partners IX, L.P. +, a, e | | | 09/24/21 | | | | — | |
Harvest Partners VII, L.P. +, a | | | 12/14/15 | | | | 10,414,227 | |
Harvest Partners VIII, L.P. +, a | | | 12/19/18 | | | | 21,934,371 | |
Hellman & Friedman Capital Partners VII, L.P. +, a | | | 06/30/14 | | | | 507,674 | |
Hellman & Friedman Capital Partners X, L.P. +, a | | | 05/10/21 | | | | 8,151,847 | |
Icon Partners IV, L.P. +, a | | | 09/01/21 | | | | 5,574,940 | |
Icon Partners V, L.P. +, a | | | 12/27/21 | | | | 7,253,622 | |
Insight Partners XII (Co-Investors), L.P. +, a | | | 06/07/21 | | | | 676,494 | |
Insight Venture Partners X, L.P. +, a | | | 07/06/18 | | | | 19,444,848 | |
Insight Venture Partners XI, L.P. +, a | | | 12/17/19 | | | | 9,138,806 | |
Insight Ventures Partners XII, L.P. +, a | | | 06/07/21 | | | | 3,233,533 | |
Jade Equity Investors II, L.P. +, a, e | | | 03/01/22 | | | | — | |
KKR Americas Fund XII L.P. +, a | | | 01/31/18 | | | | 35,818,239 | |
KKR North America Fund XI, L.P. +, a | | | 02/01/12 | | | | 8,879,374 | |
KKR North America Fund XIII, SCSP +, a, e | | | 04/06/21 | | | | — | |
Kleiner Perkins Caufield & Byers XIX LLC +, a | | | 03/05/20 | | | | 9,626,660 | |
Kohlberg TE Investors IX, L.P. +, a | | | 12/20/19 | | | | 11,901,879 | |
Kohlberg TE Investors VIII, L.P. +, a | | | 08/04/16 | | | | 21,764,609 | |
Lee Equity Partners Realization Fund Captive AIV, L.P. +, a, e | | | 05/31/19 | | | | — | |
The accompanying notes are an integral part of these Consolidated Financial Statements.
22
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Consolidated Schedule of Investments –
March 31, 2022 (continued)
Private Equity Investments (continued) Primary Investments *, c (continued) | | Acquisition Date | | | Fair Value | |
North America (8.47%) (continued) | | | | | | | | |
Leeds Equity Partners VI, L.P. +, a | | | 11/25/16 | | | $ | 22,079,842 | |
Lerer Hippeau Select Fund III, LP +, a | | | 12/20/19 | | | | 7,321,930 | |
Lerer Hippeau VII, LP +, a | | | 12/20/19 | | | | 2,784,707 | |
Lux Total Opportunities, L.P. +, a | | | 05/28/21 | | | | 913,501 | |
Lux Ventures VII, L.P. +, a | | | 05/28/21 | | | | 213,257 | |
Madison Dearborn Capital Partners VIII, L.P. +, a | | | 03/20/20 | | | | 3,724,398 | |
Nautic Partners IX-A, L.P. +, a | | | 03/12/19 | | | | 7,036,073 | |
Nautic Partners VII-A, L.P. +, a | | | 06/27/14 | | | | 2,292,746 | |
Nautic Partners X-A, L.P. +, a | | | 07/19/21 | | | | 1,087,036 | |
NEA 18 Venture Growth Equity, L.P. +, a | | | 12/22/21 | | | | 657,000 | |
New Enterprise Associates 14, L.P. +, a | | | 05/04/12 | | | | 11,299,612 | |
New Enterprise Associates 17, L.P. +, a | | | 06/06/19 | | | | 9,150,909 | |
New Enterprise Associates 18, L.P. +, a, d | | | 12/22/21 | | | | 279,000 | |
New Mountain Capital V, L.P. +, a | | | 06/29/17 | | | | 44,065,751 | |
New Mountain Partners VI, L.P. +, a | | | 10/16/20 | | | | 6,888,682 | |
NexPhase Capital Fund III-A, LP +, a | | | 09/01/16 | | | | 29,941,085 | |
Oak Hill Capital Partners IV, L.P. +, a | | | 04/28/17 | | | | 9,319,915 | |
Oak Hill Capital Partners V, L.P. +, a | | | 12/21/18 | | | | 29,702,419 | |
Oak Hill Capital Partners VI, L.P. +, a, e | | | 02/25/22 | | | | — | |
Pamlico Capital V, L.P. +, a | | | 02/03/20 | | | | 1,139,927 | |
PennantPark Credit Opportunities Fund II, L.P. +, a | | | 08/03/12 | | | | 2,249,798 | |
Revelstoke Capital Partners Fund III, L.P +, a | | | 02/23/22 | | | | 1,512,685 | |
Silver Lake Partners IV, L.P. +, a | | | 07/30/12 | | | | 18,627,516 | |
Silver Lake Partners VI, L.P. +, a | | | 06/04/20 | | | | 4,315,053 | |
Spark Capital Growth Fund IV, L.P. +, a | | | 10/14/21 | | | | 867,750 | |
Spark Capital VII, L.P. +, a | | | 10/14/21 | | | | 465,500 | |
Sumeru Equity Partners Fund, L.P. +, a | | | 04/27/15 | | | | 5,558,548 | |
Summit Partners Growth Equity Fund XI, L.P. +, a, e | | | 10/01/21 | | | | — | |
TA Select Opportunities Fund II-B, L.P. +, a | | | 05/27/21 | | | | 323,134 | |
TA XIII-B, L.P. +, a | | | 05/02/19 | | | | 16,888,667 | |
TA XIV-B, L.P. +, a | | | 05/27/21 | | | | 3,024,537 | |
TCV X, L.P. +, a | | | 08/31/18 | | | | 18,479,072 | |
TCV XI (A), L.P. +, a | | | 10/02/20 | | | | 4,970,654 | |
Thompson Street Capital Partners IV, L.P. +, a | | | 12/10/15 | | | | 6,359,744 | |
Thompson Street Capital Partners V, L.P. +, a | | | 05/04/18 | | | | 9,622,642 | |
Thompson Street Capital Partners VI, L.P. +, a, e | | | 06/11/21 | | | | — | |
TPG Partners VII, L.P. +, a | | | 03/01/16 | | | | 7,657,774 | |
TPG Partners VIII, L.P. +, a | | | 01/31/19 | | | | 6,930,760 | |
Trident IX, L.P. +, a, e | | | 11/19/21 | | | | — | |
Trident VII, L.P. +, a | | | 09/22/16 | | | | 38,970,845 | |
Trident VIII, L.P. +, a | | | 04/05/19 | | | | 24,344,639 | |
Vista Equity Partners Fund VII, L.P. +, a | | | 08/31/18 | | | | 18,570,394 | |
Vistria Fund II, L.P. +, a | | | 12/19/17 | | | | 12,565,942 | |
Vistria Fund III, LP +, a | | | 06/19/19 | | | | 14,377,102 | |
Vistria Fund IV, L.P. +, a | | | 03/31/21 | | | | 6,689,959 | |
Warburg Pincus Global Growth 14, L.P. +, a | | | 01/31/22 | | | | 500,000 | |
Warburg Pincus Global Growth, L.P. +, a | | | 11/20/18 | | | | 11,068,109 | |
Welsh, Carson, Anderson & Stowe XII, L.P. +, a | | | 12/19/14 | | | | 19,191,465 | |
Welsh, Carson, Anderson & Stowe XIII, L.P. +, a | | | 12/20/18 | | | | 17,325,546 | |
Welsh, Carson, Anderson & Stowe XIV, L.P. +, a, e | | | 01/19/22 | | | | — | |
Windjammer Senior Equity Fund IV, L.P. +, a | | | 02/06/13 | | | | 4,495,747 | |
Total North America (8.47%) | | | | | | | 1,022,775,548 | |
| | | | | | | | |
The accompanying notes are an integral part of these Consolidated Financial Statements.
23
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Consolidated Schedule of Investments –
March 31, 2022 (continued)
Private Equity Investments (continued) Primary Investments *, c (continued) | | Acquisition Date | | | Fair Value | |
Rest of World (0.59%) |
Advent Latin American Private Equity Fund VI-H L.P. +, a | | | 10/17/14 | | | $ | 12,590,618 | |
Altra Private Equity Fund II, L.P. +, a | | | 12/07/12 | | | | 1,259,520 | |
Patria - Brazilian Private Equity Fund IV, L.P. +, a | | | 06/30/11 | | | | 6,040,869 | |
Polish Enterprise Fund VIII, L.P. +, a | | | 09/15/17 | | | | 50,862,708 | |
Total Rest of World (0.59%) | | | | | | | 70,753,715 | |
| | | | | | | | |
Western Europe (3.81%) |
Adagia Capital Europe S.L.P. +, a | | | 06/01/21 | | | | 1,200,895 | |
Advent International GPE IX-C, L.P. +, a | | | 05/31/19 | | | | 29,150,481 | |
Advent International GPE VII-B, L.P. +, a | | | 07/01/12 | | | | 2,590,953 | |
Advent International GPE VIII-C, L.P +, a | | | 03/22/16 | | | | 12,590,899 | |
Apax X USD L.P. +, a | | | 07/16/19 | | | | 11,555,043 | |
Astorg Mid-Cap +, a | | | 02/22/21 | | | | 774,412 | |
Astorg VI, FCPI +, a | | | 06/30/16 | | | | 7,477,506 | |
Astorg VIII Sàrl +, a, e | | | 12/17/21 | | | | — | |
Axcel VI K/S +, a | | | 02/21/20 | | | | 7,559,216 | |
Bain Capital Europe Fund IV, L.P. +, a | | | 09/01/14 | | | | 6,394,322 | |
BC Partners XI, L.P. +, a | | | 12/18/20 | | | | 9,599,130 | |
CapVest Equity Partners III B, L.P. +, a | | | 08/30/13 | | | | 2,437,516 | |
Capvis Equity V L.P. +, a | | | 01/17/18 | | | | 19,621,656 | |
Carlyle Europe Partners IV, L.P. +, a | | | 08/27/13 | | | | 1,264,691 | |
Carlyle Europe Partners V, L.P. +, a | | | 04/23/18 | | | | 5,068,034 | |
CD&R Value Building Partners I, L.P. +, a | | | 12/17/21 | | | | 6,460,232 | |
Charterhouse Capital Partners XI +, a, e | | | 11/26/21 | | | | — | |
CVC Capital Partners VI (A) L.P. +, a | | | 07/05/13 | | | | 10,068,191 | |
CVC Capital Partners VIII, L.P. +, a | | | 06/19/20 | | | | 444,731 | |
DPE Deutschland IV +, a | | | 08/24/20 | | | | 1,145,814 | |
EQT IX, L.P. (USD) +, a | | | 05/15/20 | | | | 18,704,765 | |
EQT Mid-Market (No.1) Feeder L.P. +, a | | | 07/01/16 | | | | 24,477,347 | |
EQT VI (No.1), L.P. +, a | | | 07/01/11 | | | | 13,067 | |
Gilde Buy-Out Fund VI C.V. +, a | | | 06/28/19 | | | | 11,583,119 | |
Graphite Capital Partners IX L.P. +, a | | | 04/11/18 | | | | 6,585,290 | |
Hg Saturn 3 L.P. +, a, e | | | 02/25/22 | | | | — | |
Hg Saturn I L.P. +, a | | | 06/28/18 | | | | 27,061,626 | |
HgCapital 8 L.P. +, a | | | 12/19/16 | | | | 29,859,166 | |
HgCapital Mercury 2 +, a | | | 02/15/17 | | | | 18,907,113 | |
Index Ventures Growth III (Jersey) L.P. +, a | | | 03/18/15 | | | | 32,529,122 | |
KKR European Fund V (EUR) SCSp +, a | | | 11/05/18 | | | | 25,298,513 | |
KKR European Fund VI (USD) +, a, e | | | 11/01/21 | | | | — | |
Livingbridge 7 LP +, a | | | 09/04/20 | | | | 8,582,652 | |
MCH Iberian Capital Fund V FCR +, a | | | 12/10/21 | | | | 8,751,771 | |
Nordic Capital Evo GP, SCSp +, a, e | | | 06/30/21 | | | | — | |
Nordic Capital IX, L.P. +, a | | | 07/18/17 | | | | 46,225,860 | |
Nordic Capital X, L.P. +, a | | | 09/30/20 | | | | 7,209,535 | |
PAI Europe VI-1, L.P. +, a | | | 03/12/15 | | | | 8,807,566 | |
PAI Partners VIII-1 SCSp +, a, e | | | 12/17/21 | | | | — | |
Permira VII L.P. +, a | | | 06/21/19 | | | | 22,042,239 | |
Permira VIII SCSp +, a, e | | | 02/10/22 | | | | — | |
Sixth Cinven Fund (No.3) L.P. +, a | | | 05/01/16 | | | | 8,682,892 | |
The accompanying notes are an integral part of these Consolidated Financial Statements.
24
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Consolidated Schedule of Investments –
March 31, 2022 (continued)
Private Equity Investments (continued) Primary Investments *, c (continued) | | Acquisition Date | | | Fair Value | |
Western Europe (3.81%) (continued) | | | | | | | | |
The Seventh Cinven Fund, L.P. +, a | | | 04/16/19 | | | $ | 18,954,350 | |
Total Western Europe (3.81%) | | | | | | | 459,679,715 | |
| | | | | | | | |
Total Primary Investments (13.86%) | | | | | | $ | 1,672,933,623 | |
| | | | | | | | |
Total Private Equity Investments (Cost $7,495,116,659)(87.97%) | | | | | | $ | 10,619,149,478 | |
| | | | | | | | |
Total Investments (Cost $7,696,640,687)(90.02%) | | | | | | | 10,866,321,059 | |
| | | | | | | | |
Other Assets in Excess of Liabilities (9.98%) | | | | | | | 1,204,756,228 | |
| | | | | | | | |
Net Assets (100.00%) | | | | | | $ | 12,071,077,287 | |
* | 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. |
*** | Security exempt from registration under Rule 144A of the Securities Act of 1933, as amended. These securities may be sold in certain transactions in reliance on an exemption from registration (normally to qualified institutional buyers). At March 31, 2022, the aggregate value of these securities is $61,117,277 or 0.51% of the Portfolio’s net assets. |
^ | The interest rate on these loans is subject to the greater of a LIBOR floor or 1 month LIBOR plus a base rate. The 1 month LIBOR as of March 31, 2022 was 0.45%. |
^^ | 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 March 31, 2022 was 0.96%. |
^^^ | 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 March 31, 2022 was 1.47%. |
# | As of March 31, 2022, 1 month EURIBOR was -0.58%. |
## | As of March 31, 2022, 3 month EURIBOR was -0.57%. |
### | As of March 31, 2022, 6 month EURIBOR was -0.55%. |
+ | The fair value of the investment was determined using significant unobservable inputs. |
>> | As of March 31, 2022, 3 month Sterling Overnight Interbank Average Rate was 0.69%. |
>>> | As of March 31, 2022, 6 month Sterling Overnight Interbank Average Rate was 0.69%. |
¤¤ | As of March 31, 2022, 3 month Stockholm Interbank Offered Rate was -0.05%. |
vv | As of March 31, 2022, 3 month Secured Overnight Financing Rate was 0.09%. |
vvv | As of March 31, 2022, 6 month Secured Overnight Financing Rate was 0.07%. |
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 March 31, 2022 was $10,619,149,478, or 87.97% of net assets. As of March 31, 2022, the aggregate cost of each investment restricted to resale was $15,568,606, $10,621,500, $15,366,827, $102,112, $38,102,078, $22,700,000, $2,204,591, $14,353,176, $8,649,925, $2,162,481, $3,600,295, $1,867,514, $5,441,192, $48,970,725, $2,375,601, $16,300,545, $149,888,161, $24,738,060, $11,393,287, $44,578,381, $35,317,661, $150,000, $1, $0, $4,168,272, $17,127,003, $56,634, $114,607,802, $122,578,028, $27,243,271, $3,120,000, $3,629,300, $43,783,284, $107,123,942, $3,933,233, $38,614,270, $94,861,790, $103,079,624, $56,985,983, $9,345,787, $14,134,627, $87,093, $62,584,962, $122,197,138, $151,690,905, $250,000, $219,375, $47,583,000, $1,111,078, $9,683,864, $61,566,000, $252,000, $83,828,190, $8,804,000, $317,827, $172,633, $37,921,966, $22,612,605, $60,480,000, $5,000,000, $2,899,729, $473,334, $23,222,892, |
The accompanying notes are an integral part of these Consolidated Financial Statements.
25
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Consolidated Schedule of Investments –
March 31, 2022 (continued)
$15,300,854, $60,063,112, $45,225,381, $40,466,519, $37,881,514, $32,126,730, $20,420,705, $7,729,253, $6,996,130, $1,152,500, $52,454,049, $46,801,951, $2,817,098, $28,417,946, $14,874,473, $54,978,238, $90,515,558, $31,820,375, $4,987,424, $71,817,900, $4,632,829, $3,546,000, $64,370,525, $68,399,200, $1,441,200, $7,026,869, $17,510,132, $69,246,328, $6,195,472, $12,009,114, $3,792,769, $264,490, $149,423,941, $89,101,353, $33,206, $83,976,881, $78,503,589, $21,901,395, $14,672,982, $27,818,080, $68,887,918, $88,276,348, $866,635, $18,777,316, $1,045,423, $3,833,799, $8,703,000, $52,429,640, $9,986,562, $92,759,254, $21,615,986, $48,949,162, $3,377,868, $17,052,864, $17,052,864, $18,476,616, $4,520,077, $7,793, $52,258,764, $9,222,921, $62,229,753, $14,595,698, $13,620, $40,775,356, $51,009,931, $41,607,840, $98,273,895, $0, $97,483,897, $6,616,483, $1,063,586, $5,337,259, $91,975,797, $72,269,706, $1,773, $112,190,937, $88,912, $6,358,397, $24,190,919, $764,865, $254,955, $13,722,831, $36,261,531, $2,436,246, $26,015,343, $12,156,155, $1,038,330, $12,231,850, $32,673,281, $34,731,898, $0, $10,158,198, $9,759,587, $1,264,993, $4,718,178, $1,676,123, $1,449,269, $2,169,159, $1,859,280, $990,420, $1,386,678, $1,414,508, $983,713, $6,735,380, $2,547,548, $1,257,228, $1,590,103, $1,687,587, $398,000, $995,062, $987,245, $1,393,150, $1,082,476, $7,012,377, $0, $2,807,811, $-2,391, $2,575,069, $1,691,809, $991,352, $3,550,102, $1,447,336, $1,965,923, $1,881,936, $972,154, $18,542,942, $1,326,521, $980,341, $151,883, $291,312, $2,365,436, $183,333, $1,445,876, $3,315,810, $7,172,041, $1,977,412, $2,958,565, $1,384,156, $1,445,847, $1,267,500, $969,003, $1,687,791, $1,610,398, $1,648,060, $2,839,665, $29,888,064, $1,393,542, $1,194,329, $3,268,635, $4,448,639, $3,458,887, $2,894,059, $1,961,177, $975,105, $1,999,164, $2,075,841, $254,764, $1,337,667, $1,284,596, $29,166,933, $2,184,352, $3,412,500, $1,683,300, $3,866,544, $985,785, $1,588,663, $41,340,805, $3,840,836, $25,126,092, $2,899,855, $2,089,786, $295,213, $799,760, $957,379, $2,272,168, $446,857, $3,902,874, $1,186,076, $1,922,306, $2,728,880, $1,769,705, $2,237,233, $610,608, $2,271,971, $988,488, $3,600,000, $4,157,576, $943,527, $949,180, $982,355, $1,256,347, $985,760, $194,489, $171,342, $1,436,984, $1,323,238, $3,146,356, $3,247,205, $4,878,017, $2,580,743, $962,421, $1,970,169, $2,971,217, $1,980,851, $3,459,072, $988,016, $1,481,587, $6,573,366, $2,587,100, $375,543, $2,572,696, $1,094,785, $900,000, $1,177,313, $4,434,424, $338,302, $2,164,158, $1,191,327, $3,773,072, $990,411, $1,691,500, $527,771, $1,960,465, $983,030, $1,937,823, $1,877,674, $968,869, $1,268,074, $1,289,820, $2,388,000, $1,455,915, $1,881,627, $2,939,551, $2,523,476, $227,755, $2,476,217, $1,180,652, $1,007,965, $2,393,622, $3,649,446, $1,945,627, $1,139,685, $988,228, $1,944,621, $2,985,601, $1,691,500, $1,281,360, $1,194,594, $981,645, $3,664,022, $991,047, $1,782,827, $1,141,369, $1,748,047, $14,704,879, $2,810,425, $995,406, $1,339,895, $2,786,880, $3,967,729, $2,178,722, $3,756,250, $2,951,167, $7,820, $1,478,108, $988,209, $483,098, $1,987,721, $2,625,988, $1,871,945, $971,725, $1,881,541, $3,880,689, $807,148, $1,254,870, $1,159,328, $33,048, $3,118,836, $983,236, $25,959,029, $6,611,058, $2,677,875, $1,342,305, $1,440,081, $-617, $2,215,632, $968,359, $2,106,663, $2,422,614, $631,758, $1,267,646, $966,206, $519,395, $2,395,302, $43,075,059, $983,687, $975,649, $988,611, $1,609,874, $1,383,375, $979,106, $2,666,597, $3,465,965, $3,646,032, $3,561,394, $74,304, $2,946,682, $613,333, $2,178,269, $3,863,285, $2,291,361, $1,960,000, $1,278,328, $3,055,512, $2,978,697, $7,072,573, $2,927,946, $2,996,373, $2,668,472, $497,500, $2,914,027, $21,974,984, $2,296,934, $13,532,889, $675,613, $2,272,863, $1,850,035, $4,537,196, $2,464,028, $0, $2,972,039, $13,380,481, $2,725,016, $35,903,973, $2,813,912, $964,869, $1,168,108, $5,185,926, $19,485,767, $27,108,668, $5,429,203, $805,174, $1,124,662, $230,278, $1,374,274, $1,358,948, $3,427,557, $463,061, $8,719,832, $1,765,502, $1,405,231, $1,262,987, $1,075,954, $2,135,874, $1,021,257, $1,478,586, $1,571,825, $1,493,031, $1,683,000, $1,791,078, $3,269,399, $1,676,243, $1,876,730, $2,883,895, $2,772,799, $5,902,528, $1,144,793, $1,281,336, $1,375,683, $2,879,601, $3,580,558, $1,549,766, $-2,962, $4,379,789, $27,967,575, $1,267,613, $980,465, $1,496,252, $9,097,530, $1,834,873, $579,174, $2,330,990, $2,680,116, $16,229,562, $1,782,568, $1,783,584, $988,246, $2,750,701, $2,730,963, $4,047,149, $3,885,413, $5,492,974, $1,732,391, $2,500,000, $10,380, $1,423,091, $46,234,274, $12,122,013, $116,273, $53,395, $441,558, $37,207,990, $3,406,147, $1, $93,611, $1, $28,303,863, $426,154, $1, $282, $23,295,491, $1,643,691, $1, $0, $1, $1, $8,031,619, $2,569,506, $4,718,516, $409,976, $2,545,285, $2,011,623, $6,961,932, $1, $1,158,141, $53,175,785, $2,486,893, $1, $24,035,052, $24,613,529, $1, $1, $1, $1, $2, $31,457,032, $73,811,111, $27,361,734, $1, $1, $275,058, $1,321,844, $3,792,590, $3, $2,615,244, $1, $470,921, $4,589,572, $5,421,000, $41,278,474, $1,099,657, $1, $2, $8, $413,158, $1,169,742, $27,004, $8,996,847, $41,322,520, $34,549,063, $5, $34,259,162, $1, $4,806,484, $4,092,467, $17,471,827, $1, $1, $1, $976,754, $1,082,285, $146,229, $316,004, $11,483,556, $1, $2,660,763, $3, $1, $1, $856,679, $2,178, $155,485, $332,525, $11,722,752, $1, $1, $62,947, $1,613,946, $2,229,508, $53,619,413, $1, $20,228,350, $1, $1, $1, $1, $1, $1,653, $72,602, $32,436,442, $101,954, $390,786, $2,326,146, $178,721, $11,801,893, $7,946,487, $0, $1, $10,501,327, $0, $0, $26,121,241, $7,813,628, $6,201,001, $13,522,509, $0, $985,021, $1,182,233, $8,857,693, $4,334,329, $2,659,244, $4,407,451, $9,815,042, $2,272,585, $2,979,439, $11,869,263, $16,230,878, $78,437, $1, $6,287,744, $1,089,799, $219,478, $1,417,651, $14,535,874, $3,905,000, $8,866,854, $7,032,330, $4,786,011, $47,063,454, $341,517, $1, $6,075,547, $1,880,478, $12,365,006, $0, $1, $2,034,000, $14,010,246, $1, $115,252, $9,878,807, $1,328,713, $506,700, $6,648,088, $0, $23,182,194, $4,561,982, $5,324,429, $5,044,156, $0, $1,064,790, $14,778,990, $1, $8,177,565, $5,364,532, $7,255,319, $675,000, $4,578,034, $4,741,299, $3,230,358, $0, $16,047,936, $5,971, $0, $6,165,000, $9,430,174, $9,111,918, $0, $10,259,987, $3,825,000, $2,700,000, $918,750, $200,000, $2,460,466, $5,062,127, $1, $1,087,036, $657,000, $31,463, $6,432,050, $279,000, $16,655,926, $6,748,350, $7,522,003, $954, $26,410,155, $0, $1,251,976, $1, $1,512,685, $1,504,577, $3,681,362, $867,750, $465,500, $1, $1, $330,000, $8,887,500, $3,105,000, $7,506,328, $4,241,676, $1, $5,452,592, $0, $1, $5,110,807, $0, $18,015,410, $18,137,984, $14,586,019, $1, $11,483,556, $6,811,857, $500,000, $8,447,500, $1, $12,102,241, $0, $1, $5,201,153, $2,637,866, $4,634,697, $43,755,961, $1,471,422, $13,782,147, $1, $2,691,549, $9,636,558, $1,009,235, $1,056,443, $0, $7,108,572, $2,922,966, $9,372,271, $1, $18,029,412, $396,311, $4,594,420, $6,669,487, $0, $1,198,548, $443,693, $1,352,050, $16,075,269, $1, $1, $10,702,528, $5,847,475, $0, $11,636,448, $9,140,988, $2,111,416, $1, $20,866,704, $0, $9,546,095, $7,131,553, $0, $20,136,634, $4,905,156, $932,047, $0, $19,142,756, $0, $3,767,553 and $17,384,421, respectively, totaling $7,495,116,659.
The accompanying notes are an integral part of these Consolidated Financial Statements.
26
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Consolidated Schedule of Investments –
March 31, 2022 (continued)
b | Represents an affiliated issuer. |
c | Investment does not issue shares. |
e | Investment has been committed to but has not been fully funded by the Fund. |
f | Security or a portion thereof is unsettled at March 31, 2022. |
Legend:
£ - British Pound
€ - Euro
E - EURIBOR
L - LIBOR
zl - Polish Zloty
S - Sterling Overnight Interbank Average Rate
SF - Secured Overnight Financing Rate
SR - Stockholm Interbank Offered Rate
Fr. - Swiss Franc
PIK - Payment-in-kind
The accompanying notes are an integral part of these Consolidated Financial Statements.
27
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Consolidated Schedule of Investments –
March 31, 2022 (continued)
A summary of outstanding financial instruments at March 31, 2022 is as follows:
Forward Foreign Currency Contracts | | | | | | | | | | | | | | | | |
Settlement Date | Counterparty | | Currency Purchased | | | Currency Sold | | | Value | | | Unrealized Appreciation (Depreciation) | |
April 27, 2022 | Bank of America | | $ | 57,676,732 | | | € | 51,000,000 | | | $ | 56,990,752 | | | $ | 685,980 | |
April 27, 2022 | Bank of America | | € | 86,000,000 | | | $ | 96,085,598 | | | | 96,102,052 | | | | 16,454 | |
April 27, 2022 | Bank of America | | € | 86,000,000 | | | $ | 96,102,790 | | | | 96,102,052 | | | | (738 | ) |
April 27, 2022 | Barclays | | $ | 91,325,304 | | | € | 80,000,000 | | | | 89,397,258 | | | | 1,928,046 | |
April 27, 2022 | Barclays | | $ | 92,452,274 | | | € | 81,000,000 | | | | 90,514,723 | | | | 1,937,551 | |
April 27, 2022 | Barclays | | $ | 92,478,048 | | | € | 81,000,000 | | | | 90,514,723 | | | | 1,963,325 | |
April 27, 2022 | Barclays | | $ | 57,676,002 | | | € | 51,000,000 | | | | 56,990,752 | | | | 685,250 | |
April 27, 2022 | Barclays | | € | 86,000,000 | | | $ | 96,100,580 | | | | 96,102,052 | | | | 1,472 | |
April 27, 2022 | Barclays | | € | 86,000,000 | | | $ | 96,117,840 | | | | 96,102,052 | | | | (15,788 | ) |
May 18, 2022 | Barclays | | $ | 79,594,298 | | | € | 70,000,000 | | | | 77,968,852 | | | | 1,625,446 | |
May 18, 2022 | Barclays | | $ | 79,594,998 | | | € | 70,000,000 | | | | 77,968,852 | | | | 1,626,146 | |
May 18, 2022 | Barclays | | $ | 79,597,098 | | | € | 70,000,000 | | | | 77,968,852 | | | | 1,628,246 | |
May 18, 2022 | Barclays | | $ | 79,373,866 | | | € | 69,800,000 | | | | 77,746,084 | | | | 1,627,782 | |
June 22, 2022 | Bank of America | | $ | 90,302,795 | | | € | 82,000,000 | | | | 91,450,293 | | | | (1,147,498 | ) |
June 22, 2022 | Bank of America | | $ | 90,216,080 | | | € | 82,000,000 | | | | 91,450,293 | | | | (1,234,213 | ) |
June 22, 2022 | Bank of America | | $ | 82,504,195 | | | £ | 63,300,000 | | | | 83,266,430 | | | | (762,235 | ) |
June 22, 2022 | Bank of America | | $ | 90,313,972 | | | € | 82,000,000 | | | | 91,450,293 | | | | (1,136,321 | ) |
June 22, 2022 | Bank of America | | $ | 88,668,319 | | | € | 80,500,000 | | | | 89,777,422 | | | | (1,109,103 | ) |
June 22, 2022 | Bank of America | | $ | 90,326,280 | | | € | 82,000,000 | | | | 91,450,293 | | | | (1,124,013 | ) |
June 22, 2022 | Bank of America | | $ | 90,332,053 | | | € | 82,000,000 | | | | 91,450,293 | | | | (1,118,240 | ) |
June 22, 2022 | Bank of America | | $ | 82,490,009 | | | £ | 63,300,000 | | | | 83,266,429 | | | | (776,420 | ) |
June 22, 2022 | Bank of America | | $ | 82,256,112 | | | £ | 63,100,000 | | | | 83,003,344 | | | | (747,232 | ) |
June 22, 2022 | Bank of America | | $ | 82,509,062 | | | £ | 63,300,000 | | | | 83,266,429 | | | | (757,367 | ) |
June 22, 2022 | Bank of America | | $ | 90,243,181 | | | € | 82,000,000 | | | | 91,450,293 | | | | (1,207,112 | ) |
June 22, 2022 | Bank of America | | $ | 76,373,247 | | | Fr. | 71,000,000 | | | | 77,405,504 | | | | (1,032,257 | ) |
June 22, 2022 | Bank of America | | $ | 66,781,967 | | | zl | 289,600,000 | | | | 68,945,944 | | | | (2,163,977 | ) |
June 22, 2022 | Barclays | | $ | 76,293,871 | | | Fr. | 71,000,000 | | | | 77,405,504 | | | | (1,111,633 | ) |
June 22, 2022 | Barclays | | $ | 66,859,997 | | | zl | 289,600,000 | | | | 68,945,943 | | | | (2,085,946 | ) |
July 06, 2022 | Bank of America | | $ | 96,402,165 | | | € | 86,000,000 | | | | 95,943,731 | | | | 458,434 | |
July 13, 2022 | Barclays | | $ | 96,448,493 | | | € | 86,000,000 | | | | 95,976,745 | | | | 471,748 | |
July 20, 2022 | Bank of America | | $ | 96,453,756 | | | € | 86,000,000 | | | | 96,011,132 | | | | 442,624 | |
July 27, 2022 | Barclays | | $ | 96,502,483 | | | € | 86,000,000 | | | | 96,047,091 | | | | 455,392 | |
| | | | | | | | | | | | | | | $ | (1,976,197 | ) |
The accompanying notes are an integral part of these Consolidated Financial Statements.
28
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Consolidated Statement of Assets and Liabilities –
March 31, 2022
Assets | | | | |
Unaffiliated Private Equity Investments, at fair value (cost $4,927,025,584) | | $ | 7,162,853,857 | |
Affiliated Private Equity Investments, at fair value (cost of $2,568,091,075) | | | 3,456,295,621 | |
Common stocks, at fair value (cost $138,564,191) | | | 186,054,304 | |
Asset-Backed Securities, at fair value (cost $62,959,837) | | | 61,117,277 | |
Cash and cash equivalents | | | 1,174,478,161 | |
Cash denominated in foreign currencies (cost $36,131,481) | | | 36,386,378 | |
Deposit for investments | | | 138,513,080 | |
Investment sales receivable | | | 22,687,633 | |
Unaffiliated dividends and interest receivable | | | 3,862,957 | |
Unrealized appreciation on forward foreign currency contracts | | | 15,553,896 | |
Other receivable | | | 5,621,691 | |
Prepaid assets | | | 693,571 | |
Total Assets | | $ | 12,264,118,426 | |
| | | | |
Liabilities | | | | |
Investment purchases payable | | | 23,101,332 | |
Distribution, servicing and transfer agency fees payable | | | 12,844,189 | |
Unrealized depreciation on forward foreign currency contracts | | | 17,530,093 | |
Repurchase amounts payable for tender offers | | | 87,726,578 | |
Due to broker | | | 510,000 | |
Incentive fee payable | | | 14,587,637 | |
Management fees payable | | | 30,296,664 | |
Dividends payable | | | 4,925 | |
Professional fees payable | | | 984,756 | |
Line of credit fees payable | | | 2,311,667 | |
Accounting and administration fees payable | | | 2,979,953 | |
Custodian fees payable | | | 129,596 | |
Other payable | | | 33,749 | |
Total Liabilities | | $ | 193,041,139 | |
| | | | |
Commitments and contingencies (See note 11) | | | | |
| | | | |
Net Assets | | $ | 12,071,077,287 | |
| | | | |
Net Assets consists of: | | | | |
Paid-in capital | | $ | 9,328,764,774 | |
Distributable earnings (accumulated loss) | | | 2,742,312,513 | |
Total Net Assets | | $ | 12,071,077,287 | |
| | | | |
Class A Units | | | | |
Net assets | | $ | 6,367,380,537 | |
Units outstanding | | | 805,930,066 | |
Net asset value per unit | | $ | 7.90 | |
Class I Units | | | | |
Net assets | | $ | 5,703,696,750 | |
Units outstanding | | | 704,280,328 | |
Net asset value per unit | | $ | 8.10 | |
The accompanying notes are an integral part of these Consolidated Financial Statements.
29
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Consolidated Statement of Operations –
For the Year Ended March 31, 2022
Investment Income | | | | |
Dividends from unaffiliated investments (net of $221,942 withholding tax) | | $ | 46,795,941 | |
Dividends from affiliated investments | | | 10,478,023 | |
Interest from unaffiliated investments | | | 60,229,359 | |
Interest from affiliated investments | | | 119,839 | |
Transaction fee income from unaffiliated issuers | | | 6,421,949 | |
Transaction fee income from affiliated issuers | | | 13,997,816 | |
Other fee income | | | 2,845,453 | |
Total Investment Income | | | 140,888,380 | |
| | | | |
Operating Expenses | | | | |
Incentive fees | | | 185,356,773 | |
Management fees | | | 157,636,187 | |
Professional fees | | | 15,996,636 | |
Line of credit fees | | | 12,172,381 | |
Accounting and administration fees | | | 6,608,899 | |
Board of Managers’ fees | | | 549,503 | |
Custodian fees | | | 400,946 | |
Insurance expense | | | 390,480 | |
Distribution and servicing fees | | | | |
Class A Units | | | 36,710,310 | |
Transfer agency fees | | | | |
Class A Units | | | 1,405,887 | |
Class I Units | | | 946,646 | |
Other expenses | | | 719,029 | |
Total Expenses | | | 418,893,677 | |
| | | | |
Net Investment Loss | | | (278,005,297 | ) |
| | | | |
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 | | | 191,295,307 | |
Net realized gain from affiliated investments | | | 461,450,228 | |
Net realized loss on foreign currency transactions | | | (2,770,570 | ) |
Net realized gain on forward foreign currency contracts | | | 110,346,971 | |
Net realized gain distributions from primary and secondary investments | | | 133,209,400 | |
Net change in accumulated unrealized appreciation (depreciation) on: | | | | |
Unaffiliated investments | | | 961,876,873 | |
Affiliated investments | | | 73,630,401 | |
Foreign currency translation | | | 625,026 | |
Forward foreign currency contracts | | | (22,341,419 | ) |
| | | | |
Net Realized Gain (Loss) and Change in Unrealized Appreciation (Depreciation) on Investments, Forward Foreign Currency Contracts and Foreign Currency | | | 1,907,322,217 | |
| | | | |
Net Increase (Decrease) in Net Assets From Operations | | $ | 1,629,316,920 | |
The accompanying notes are an integral part of these Consolidated Financial Statements.
30
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Consolidated Statements of Changes in Net Assets –
| | For the Year Ended March 31, 2022 | | | For the Year Ended March 31, 2021 | |
Increase (decrease) in Net Assets resulting from operations: | | | | | | | | |
Net investment loss | | $ | (278,005,297 | ) | | $ | (175,876,505 | ) |
Net realized gain (loss) on investments, foreign currency transactions and forward foreign currency contracts | | | 893,531,336 | | | | 171,096,846 | |
Net change in unrealized appreciation (depreciation) on investments, foreign currency translation and forward foreign currency contracts | | | 1,013,790,881 | | | | 1,921,915,198 | |
Net increase in Net Assets resulting from operations | | $ | 1,629,316,920 | | | $ | 1,917,135,539 | |
| | | | | | | | |
Distributions to Members from: | | | | | | | | |
Distributable earnings | | | (635,114,301 | ) | | | (110,076,216 | ) |
Total distributions to Members | | $ | (635,114,301 | ) | | $ | (110,076,216 | ) |
| | | | | | | | |
Capital transactions (See note 5): | | | | | | | | |
Issuance of common Units | | | | | | | | |
Class A Units | | $ | 1,628,448,482 | | | $ | 549,269,558 | |
Class I Units | | | 1,383,887,488 | | | | 556,145,741 | |
Reinvestment of common Units | | | | | | | | |
Class A Units | | | 323,147,235 | | | | 57,245,617 | |
Class I Units | | | 249,683,999 | | | | 42,033,352 | |
Redemption of common Units | | | | | | | | |
Class A Units | | | (133,915,738 | ) | | | (159,149,894 | ) |
Class I Units | | | (161,695,394 | ) | | | (148,388,610 | ) |
Proceeds from shares issued in connection with the tax-free reorganization | | | | | | | | |
Class A Shares | | | — | | | | 10,215 | |
Class I Shares | | | — | | | | 64,572,607 | |
Exchanges of common Units | | | | | | | | |
Class A Units | | | (48,671,363 | ) | | | (11,968,050 | ) |
Class I Units | | | 48,671,363 | | | | 11,968,050 | |
Total increase in Net Assets resulting from capital transactions | | $ | 3,289,556,072 | | | $ | 961,738,586 | |
| | | | | | | | |
Total increase in Net Assets | | $ | 4,283,758,691 | | | $ | 2,768,797,909 | |
| | | | | | | | |
Net Assets at beginning of year | | $ | 7,787,318,596 | | | $ | 5,018,520,687 | |
Net Assets at end of year | | $ | 12,071,077,287 | | | $ | 7,787,318,596 | |
The accompanying notes are an integral part of these Consolidated Financial Statements.
31
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Consolidated Statement of Cash Flows –
For the Year Ended March 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES | | | | |
Net Increase in Net Assets from Operations | | $ | 1,629,316,920 | |
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 | | | (1,035,507,274 | ) |
Net change in unrealized appreciation on forward foreign currency contracts | | | 22,341,419 | |
Net realized (gain) from investments, forward foreign currency contracts and foreign currency transactions | | | (893,531,336 | ) |
Purchases of Investments | | | (3,836,698,233 | ) |
Interest income pay-in-kind | | | (7,279,667 | ) |
Dividend income pay-in-kind | | | (2,091,264 | ) |
Proceeds from sales of investments | | | 1,890,522,613 | |
Net realized gain on forward foreign currency contracts | | | 110,346,971 | |
Net realized gain distributions from primary and secondary investments | | | 133,209,400 | |
Amortization of premium and accretion of discount | | | (1,906,203 | ) |
Increase in investment sales receivable | | | (8,409,459 | ) |
Increase in deposit of investments | | | (21,004,422 | ) |
Decrease in interest receivable | | | 329,569 | |
Increase in dividends receivable | | | (8,634 | ) |
Decrease in other receivable | | | 7,067,496 | |
Decrease in prepaid assets | | | 685,715 | |
Decrease in investment purchases payable | | | (24,026,649 | ) |
Increase in dividends payable | | | 232 | |
Decrease in due to broker | | | (22,310,000 | ) |
Increase in management fees payable | | | 9,671,650 | |
Increase in distribution, servicing and transfer agency fees payable | | | 5,119,305 | |
Increase in professional fees payable | | | 671,259 | |
Increase in line of credit fees | | | 1,311,667 | |
Increase in accounting and administrative fees payable | | | 660,579 | |
Decrease in tax free reorganization payable | | | (301,058 | ) |
Decrease in custodian fees payable | | | (23,986 | ) |
Decrease in other payable | | | (335,217 | ) |
Decrease in incentive fees payable | | | (36,737,896 | ) |
Net Cash (Used in) Operating Activities | | | (2,078,916,503 | ) |
| | | | |
CASH FLOWS FROM FINANCING ACTIVITIES | | | | |
Proceeds from issuance of Units | | | 3,012,335,970 | |
Distributions paid | | | (62,283,067 | ) |
Payments for Units redeemed | | | (269,841,862 | ) |
Net Cash Provided by Financing Activities | | | 2,680,211,041 | |
| | | | |
Net change in cash and cash equivalents | | | 601,294,538 | |
| | | | |
Effect of exchange rate changes on cash | | | (2,770,570 | ) |
| | | | |
Cash and cash equivalents at beginning of year | | | 612,340,571 | |
Cash and cash equivalents at end of year(1) | | $ | 1,210,864,539 | |
(1) | Balance includes cash and cash equivalents and cash denominated in foreign currencies of $1,174,478,161 and $36,386,378, respectively. |
The accompanying notes are an integral part of these Consolidated Financial Statements.
32
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Consolidated Financial Highlights –
| | Class A | |
| | Year Ended March 31, 2022 | | | Year Ended March 31, 2021 | | | Year Ended March 31, 2020 | | | Year Ended March 31, 2019 | | | Year Ended March 31, 2018 | |
Per Unit Operating Performance:(1) | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of year | | $ | 7.10 | | | $ | 5.32 | | | $ | 5.73 | | | $ | 5.51 | | | $ | 5.17 | |
Income from investment operations: | | | | | | | | | | | | | | | | | | | | |
Net investment income (loss)(2) | | | (0.24 | ) | | | (0.20 | ) | | | (0.10 | ) | | | (0.05 | ) | | | 0.20 | |
Net realized and unrealized gains (losses) on investments(2) | | | 1.52 | | | | 2.09 | | | | (0.14 | ) | | | 0.55 | | | | 0.40 | |
Net increase (decrease) in net assets resulting from operations | | | 1.28 | | | | 1.89 | | | | (0.24 | ) | | | 0.50 | | | | 0.60 | |
Distributions from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | — | | | | — | | | | — | | | | (0.03 | ) | | | (0.10 | ) |
Net realized gains | | | (0.48 | ) | | | (0.11 | ) | | | (0.17 | ) | | | (0.25 | ) | | | (0.16 | ) |
Total distributions | | | (0.48 | ) | | | (0.11 | ) | | | (0.17 | ) | | | (0.28 | ) | | | (0.26 | ) |
Net asset value, end of year | | $ | 7.90 | | | $ | 7.10 | | | $ | 5.32 | | | $ | 5.73 | | | $ | 5.51 | |
| | | | | | | | | | | | | | | | | | | | |
Total Return(3) | | | 18.12 | % | | | 36.48 | % | | | (4.69 | )% | | | 9.36 | % | | | 11.65 | % |
| | | | | | | | | | | | | | | | | | | | |
Ratios and supplemental data: | | | | | | | | | | | | | | | | | | | | |
Net assets, end of year in thousands (000’s) | | $ | 6,367,381 | | | $ | 4,098,863 | | | $ | 2,705,680 | | | $ | 2,243,031 | | | $ | 1,725,576 | |
Net investment income (loss) to average net assets before Incentive Fee | | | (1.29 | )% | | | (1.00 | )% | | | (0.52 | )% | | | 0.15 | % | | | 5.10 | % |
Ratio of gross expenses to average net assets, excluding Incentive Fee(4)(5) | | | 2.72 | % | | | 2.77 | % | | | 2.87 | % | | | 2.84 | % | | | 2.78 | % |
Ratio of Incentive Fee to average net assets | | | 1.88 | % | | | 2.10 | % | | | 1.15 | % | | | 1.12 | % | | | 1.31 | % |
Ratio of gross expenses and Incentive Fee to average net assets(4)(5) | | | 4.60 | % | | | 4.87 | % | | | 4.02 | % | | | 3.96 | % | | | 4.09 | % |
Ratio of expense waivers to average net assets | | | — | % | | | — | % | | | — | % | | | — | % | | | — | % |
Ratio of net expenses and Incentive Fee to average net assets(5) | | | 4.60 | % | | | 4.87 | % | | | 4.02 | % | | | 3.96 | % | | | 4.09 | % |
Ratio of net expenses to average net assets, excluding Incentive Fee(5) | | | 2.72 | % | | | 2.77 | % | | | 2.87 | % | | | 2.84 | % | | | 2.78 | % |
| | | | | | | | | | | | | | | | | | | | |
Portfolio Turnover | | | 20.77 | % | | | 19.36 | % | | | 13.35 | % | | | 21.75 | % | | | 23.58 | % |
(1) | Selected data for a Net Asset Value per Unit outstanding throughout the period. |
(2) | Calculated using average units outstanding. |
(3) | 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. |
(4) | Represents the ratio of expenses to average net assets absent fee waivers and/or expense waivers by/to the Adviser. |
(5) | Ratio does not include expenses of Primary and Secondary Investments. |
The accompanying notes are an integral part of these Consolidated Financial Statements.
33
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Consolidated Financial Highlights –
| | Class I | |
| | Year Ended March 31, 2022 | | | Year Ended March 31, 2021 | | | Year Ended March 31, 2020 | | | Year Ended March 31, 2019 | | | Year Ended March 31, 2018 | |
Per Unit Operating Performance:(1) | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of year | | $ | 7.21 | | | $ | 5.37 | | | $ | 5.75 | | | $ | 5.52 | | | $ | 5.18 | |
Income from investment operations: | | | | | | | | | | | | | | | | | | | | |
Net investment income (loss)(2) | | | (0.19 | ) | | | (0.16 | ) | | | (0.06 | ) | | | (0.01 | ) | | | 0.25 | |
Net realized and unrealized gain (loss) on investments(2) | | | 1.56 | | | | 2.11 | | | | (0.14 | ) | | | 0.56 | | | | 0.38 | |
Net increase (decrease) in net assets from operations | | | 1.37 | | | | 1.95 | | | | (0.20 | ) | | | 0.55 | | | | 0.63 | |
Distributions from: | | | | | | | | | | | | | | | | | | | | |
Net investment income (loss) | | | — | | | | — | | | | (0.01 | ) | | | (0.07 | ) | | | (0.13 | ) |
Net realized gains (losses) | | | (0.48 | ) | | | (0.11 | ) | | | (0.17 | ) | | | (0.25 | ) | | | (0.16 | ) |
Total distributions | | | (0.48 | ) | | | (0.11 | ) | | | (0.18 | ) | | | (0.32 | ) | | | (0.29 | ) |
Net asset value, end of year | | $ | 8.10 | | | $ | 7.21 | | | $ | 5.37 | | | $ | 5.75 | | | $ | 5.52 | |
| | | | | | | | | | | | | | | | | | | | |
Total Return after Incentive Fee(3) | | | 18.95 | % | | | 37.44 | % | | | (4.00 | )% | | | 10.14 | % | | | 12.42 | % |
| | | | | | | | | | | | | | | | | | | | |
Ratio and Supplemental Data: | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period in thousands (000’s) | | $ | 5,703,697 | | | $ | 3,688,456 | | | $ | 2,312,841 | | | $ | 1,997,140 | | | $ | 1,556,972 | |
Net investment income (loss) to average net assets before Incentive Fee | | | (0.56 | )% | | | (0.29 | )% | | | 0.20 | % | | | 0.86 | % | | | 5.95 | % |
Ratio of gross expenses to average net assets, excluding Incentive Fee(4)(5) | | | 2.00 | % | | | 2.05 | % | | | 2.13 | % | | | 2.12 | % | | | 2.10 | % |
Ratio of Incentive Fee to average net assets | | | 1.89 | % | | | 2.12 | % | | | 1.14 | % | | | 1.12 | % | | | 1.33 | % |
Ratio of gross expenses and Incentive Fee to average net assets(4)(5) | | | 3.89 | % | | | 4.17 | % | | | 3.27 | % | | | 3.24 | % | | | 3.43 | % |
Ratio of expense waivers to average net assets | | | — | % | | | — | % | | | — | % | | | — | % | | | — | % |
Ratio of net expenses and Incentive Fee to average net assets(5) | | | 3.89 | % | | | 4.17 | % | | | 3.27 | % | | | 3.24 | % | | | 3.43 | % |
Ratio of net expenses to average net assets, excluding Incentive Fee(5) | | | 2.00 | % | | | 2.05 | % | | | 2.13 | % | | | 2.12 | % | | | 2.10 | % |
| | | | | | | | | | | | | | | | | | | | |
Portfolio Turnover | | | 20.77 | % | | | 19.36 | % | | | 13.35 | % | | | 21.75 | % | | | 23.58 | % |
(1) | Selected data for a Net Asset Value per Unit outstanding throughout the period. |
(2) | Calculated using average units outstanding. |
(3) | 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. |
(4) | Represents the ratio of expenses to average net assets absent fee waivers and/or expense reimbursement by/to the Adviser. |
(5) | Ratio does not include expenses of Primary and Secondary Investments. |
The accompanying notes are an integral part of these Consolidated Financial Statements.
34
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Notes to Consolidated Financial Statements – March 31, 2022
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. The Fund has filed an application to register units of limited liability company interests in 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, a committee of the Board, or the Adviser, as it did in causing the Fund to enter into the Investment Management Agreement. 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 including infrastructure. The Fund makes investments directly and through its wholly owned subsidiaries, Partners Group Private Equity (Subholding), LLC (the “Onshore Subsidiary”), Partners Group Private Equity (Luxembourg) S.à r.l (the “Offshore Subsidiary”, and together with the Onshore Subsidiary, the “Subsidiaries”), and Partners Group Revolver Pooling PGPE, LLC (the “Revolver Subsidiary” and together with the Onshore Subsidiary and the Offshore 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”).
The Fund has 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 currently offers two classes of Units designated as Class A Units (the “Class A Units”) and Class I Units (the “Class I 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 holders of the Fund’s Units of any such class bear, and the distribution and service fees, if any, and other class specific expenses, if any, 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 class votes separately on class-specific matters. 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.
On December 31, 2020, the Fund acquired all of the net assets of Partners Group Private Income Opportunities, LLC (the “Acquired Fund”), a closed-end management investment company, in a Tax-Free reorganization in exchange for Units, pursuant to a plan of Tax-Free reorganization approved by the Acquired Fund’s shareholders on December 14, 2020. For financial reporting and investor balance reporting purposes, assets received and Units issued by the Fund were recorded at fair value; however, the cost basis of the investments received from the Acquired Fund was carried forward to align ongoing reporting of the Fund’s realized gains and losses with amounts distributable to holders of Units for tax purposes.
For each Class A Shares of the Acquired Fund exchanged, the holder received 0.7164 Class A Units of the Fund.
For each Class I Shares of the Acquired Fund exchanged, the holder received 0.7094 Class I Units of the Fund.
The Fund received net assets from the Acquired Fund as the result of the Tax-Free reorganization as follows:
Shares of the Fund Issued | Acquired Fund’s Net Assets Received | Unrealized Depreciation1 | Net Assets of the Fund Immediately Prior to Tax-Free Reorganization | Net Assets of the Fund Immediately After Tax-Free Reorganization |
| $9,515,434 | | $64,582,822 | | $(1,563,380) | | $6,706,541,721 | | $6,771,124,543 |
1 | Unrealized Depreciation is included in the Net Assets Received amount shown above. |
35
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Notes to Consolidated Financial Statements – March 31, 2022 (continued)
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”).
The Adviser determines 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 multiples, discounted cash flow and market data from third party pricing services. The Adviser makes valuation assumptions 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.
In virtually every Private Equity Fund Investment made by the Fund (for the purposes of this paragraph an “Investee”), the Fund has no right to cause the Investee or any third party to purchase the Fund’s investment in the Investee, at the end of the term of such investment, or at any other time. As a result, in the typical Private Equity Fund Investment made by the Fund, the Fund expects to realize on the value of its remaining investment through distributions resulting from the liquidation of the underlying assets of the Investee at the end of the investment’s term.
36
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Notes to Consolidated Financial Statements – March 31, 2022 (continued)
2. Significant Accounting Policies (continued)
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 is the price within the bid-ask spread which is considered most representative of fair value at the end of the reporting period. The fair values of financial instruments traded in active markets may be discounted based upon lock-up restrictions.
The fair value of asset-backed securities is determined by price quotations from unaffiliated market markers, financial institutions that regularly trade similar investments or independent valuation agents using industry standard valuation models.
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 certain of its affiliates act 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 due to differences in accounting, regulatory and other factors applicable to the Fund and to such other client or the Adviser’s affiliate.
c. Cash and Cash Equivalents
In order to maintain liquidity pending investment in Private Equity Investments, the Fund holds cash, including foreign currencies, in short-term interest-bearing deposit accounts. At times, the amounts held in these accounts may exceed applicable federally insured limits, if any. The Fund has not experienced any losses in these accounts and does not believe that it is exposed to any significant credit risk on these accounts.
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 March 31, 2022, the Fund’s investments denominated in foreign currencies were as follows:
Currency | | Number of investments | |
Australian Dollars | | | 5 | |
Brazilian Reals | | | 1 | |
Canadian Dollars | | | 8 | |
Danish Kroner | | | 4 | |
Euros | | | 186 | |
Indian Rupees | | | 2 | |
Japanese Yen | | | 1 | |
Norwegian Kroner | | | 2 | |
Philippine Peso | | | 1 | |
Pounds Sterling | | | 36 | |
Singapore Dollars | | | 1 | |
Swedish Kronor | | | 4 | |
Swiss Francs | | | 3 | |
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.
37
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Notes to Consolidated Financial Statements – March 31, 2022 (continued)
2. Significant Accounting Policies (continued)
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 as a 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 year ended March 31, 2022, the Fund entered into 152 long/short forward foreign currency exchange contracts. As disclosed in the Consolidated Statement of Assets and Liabilities, the Fund had $15,553,896 in unrealized appreciation and $17,530,093 in unrealized depreciation on forward foreign currency exchange contracts. As disclosed in the Consolidated Statement of Operations, the Fund had $110,346,971 in net realized gains (losses) and $(22,341,419) change in net unrealized appreciation (depreciation) on forward foreign currency contracts. The outstanding forward foreign currency exchange contract amounts at March 31, 2022 are representative of contract amounts during the period.
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 share 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. Interest and Dividend Income
Dividend income is recorded on the ex-dividend date, except certain dividends from foreign securities and Direct Equity Investments where the ex-dividend date may have passed, which are recorded as soon as a Fund is informed of the ex-dividend date. Interest income, adjusted for the accretion of discounts and amortization of premiums, is recorded on an accrual basis from settlement date, except for securities with a forward starting effective date, where interest income is recorded on the accrual basis from effective date.
h. 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 lines 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.
i. 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.
38
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Notes to Consolidated Financial Statements – March 31, 2022 (continued)
2. Significant Accounting Policies (continued)
j. 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.
As noted above, the Fund has 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 until it requalifies 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 holders of Fund Units 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. The Revolver Subsidiary is treated as an association taxable as a corporation 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 Revolver Subsidiary is not subject to U.S. federal or state income taxes for the current period ended March 31, 2022.
The Fund files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Fund is subject to examination by U.S. federal, state, local and foreign jurisdictions, where applicable. As of March 31, 2022, the tax years from the year 2017 forward remain subject to examination by the major tax jurisdictions under the statute of limitations.
During the fiscal year ended March 31, 2022, the Fund reclassified $95,080,211 from undistributed net investment income, $(169,429,308) 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 $0 of foreign currency translation, to paid-in capital.
No current or deferred taxes were recognized for the Onshore Subsidiary and Offshore Subsidiary.
k. 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.
l. 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.
39
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Notes to Consolidated Financial Statements – March 31, 2022 (continued)
2. Significant Accounting Policies (continued)
m. Disclosures about Offsetting Assets and Liabilities
The Fund is subject to disclosure requirements 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.
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 and liabilities as of March 31, 2022: 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 a MNA with Counterparty | | | Financial Instruments Available for Offset | | | Collateral Received1 | | | Net Amount2 | |
Bank of America | | $ | 1,603,492 | | | $ | 1,603,492 | | | $ | — | | | $ | — | |
Barclays | | $ | 13,950,404 | | | $ | 3,213,367 | | | $ | — | | | $ | 10,737,037 | |
Counterparty | | Derivative Liabilities Subject to a MNA with Counterparty | | | Financial Instruments Available for Offset | | | Collateral Pledged1 | | | Net Amount3 | |
Bank of America | | $ | 14,316,726 | | | $ | 1,603,492 | | | $ | 510,000 | | | $ | 12,203,234 | |
Barclays | | $ | 3,213,367 | | | $ | 3,213,367 | | | $ | — | | | $ | — | |
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. |
3 | Net amount represents the net amount due from the Fund to the counterparty in the event of default. |
n. Recently Adopted Accounting Pronouncement
In March 2020, FASB issued ASU No. 2020-04, Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial Reporting to provide relief to companies that will be impacted by the expected change in benchmark interest rates at the end of 2021, when participating banks will no longer be required to submit London Interbank Offered Rate (LIBOR) quotes by the UK Financial Conduct Authority (FCA). The new guidance allows companies to account for modifications as a continuance of the existing contract without additional analysis provided the changes to existing contracts are limited to changes to an approved benchmark interest rate. For new and existing contracts, the Fund may elect to apply the amendments as of March 12, 2020 through December 31, 2022. The Fund’s Adviser has assessed that the transition from LIBOR had no material impact on investment valuations, as was previously expected. All fund level credit facilities and hedging agreements that referenced a LIBOR rate have been amended accordingly to reference alternative reference rates once LIBOR ceases to be published.
On October 28, 2020, the Securities and Exchange Commission (the “SEC”) adopted regulations governing the use of derivatives by registered investment companies (“Rule 18f-4”). The Fund will be required to implement and comply with Rule 18f-4 by August 19, 2022. Once implemented, Rule 18f-4 will impose limits on the amount of derivatives a fund can enter into, eliminate the asset segregation framework currently used by funds to comply with Section 18 of the 1940 Act, treat derivatives as senior securities and require funds whose use of derivatives is more than a limited specified exposure amount to establish and maintain a comprehensive derivatives risk management program and appoint a derivatives risk manager. Management is currently evaluating the potential impact of Rule 18f-4 on the Fund.
In December 2020, the SEC adopted a new rule providing a framework for fund valuation practices (“Rule 2a-5”). Rule 2a-5 establishes requirements for determining fair value in good faith for purposes of the 1940 Act. Rule 2a-5 will permit fund boards to designate certain parties to perform fair value determinations, subject to board oversight and certain other conditions. Rule 2a-5 also defines when market quotations are “readily available” for purposes of the 1940 Act and the threshold for determining whether a fund must fair value a security. In connection with Rule 2a-5, the SEC also adopted related recordkeeping requirements and is rescinding previously issued guidance, including with respect to the role of a board in determining fair value and the accounting and auditing of fund investments. The Fund will be required to comply with the rules by September 8, 2022. Management is currently assessing the potential impact of the new rules on the Fund’s financial statements.
40
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Notes to Consolidated Financial Statements – March 31, 2022 (continued)
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 fair 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-level 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 below for each of the three levels:
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. 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. In accordance with authoritative guidance, 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. |
● | 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 is 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 March 31, 2022:
Investments | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Common Stocks | | $ | 186,054,304 | | | $ | — | | | $ | — | | | $ | 186,054,304 | |
Asset-Backed Securities | | | — | | | | — | | | | 61,117,277 | | | | 61,117,277 | |
Direct Investments: | | | | | | | | | | | | | | | | |
Direct Equity | | | 200,246,717 | | | | 198,796,982 | | | | 6,314,372,047 | | | | 6,713,415,746 | |
Direct Debt | | | — | | | | — | | | | 979,534,628 | | | | 979,534,628 | |
Total Direct Investments* | | $ | 200,246,717 | | | $ | 198,796,982 | | | $ | 7,293,906,675 | | | $ | 7,692,950,374 | |
Secondary Investments* | | | — | | | | — | | | | 1,253,265,481 | | | | 1,253,265,481 | |
Primary Investments* | | | — | | | | — | | | | 1,672,933,623 | | | | 1,672,933,623 | |
Total Investments | | $ | 386,301,021 | | | $ | 198,796,982 | | | $ | 10,281,223,056 | | | $ | 10,866,321,059 | |
41
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Notes to Consolidated Financial Statements – March 31, 2022 (continued)
3. Fair Value Measurements (continued)
Other Financial Instruments | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Assets | | | | | | | | | | | | | | | | |
Foreign Currency Exchange Contracts** | | $ | 15,553,896 | | | $ | — | | | $ | — | | | $ | 15,553,896 | |
Total Assets | | $ | 15,553,896 | | | $ | — | | | $ | — | | | $ | 15,553,896 | |
Liabilities | | | | | | | | | | | | | | | | |
Foreign Currency Exchange Contracts** | | $ | 17,530,093 | | | $ | — | | | $ | — | | | $ | 17,530,093 | |
Total Liabilities | | $ | 17,530,093 | | | $ | — | | | $ | — | | | $ | 17,530,093 | |
Total Investments net of Foreign Currency Exchange Contracts | | $ | 384,324,824 | | | $ | 198,796,982 | | | $ | 10,281,223,056 | | | $ | 10,864,344,862 | |
* | Private Equity Investments are described in Note 2.b. |
** | Forward Foreign Currency Exchange Contracts are described in Note 2.e |
The following is a reconciliation of the amount of the account balances on April 1, 2021 and March 31, 2022 of those investments in which significant unobservable inputs (Level 3) were used in determining value:
| | Balance as of April 1, 2021 | | | Realized Gain/(Loss) | | | Net Change in Unrealized Appreciation/ (Depreciation) | | | Gross Purchases | | | Gross Sales | | | Net Amortization of Discount/ (Premium) | | | Net Transfers In or Out of Level 3 | | | Balance as of March 31, 2022 | |
Asset-Backed Securities | | $ | 6,931,675 | | | $ | — | | | $ | (1,800,879 | ) | | $ | 55,982,895 | | | $ | — | | | $ | 3,586 | | | $ | — | | | $ | 61,117,277 | |
Direct Investments: Direct Equity Investments | | $ | 3,924,823,290 | | | $ | 616,415,929 | | | $ | 585,347,467 | | | $ | 2,275,200,507 | | | $ | (996,041,603 | ) | | $ | — | | | $ | (91,373,543 | ) | | $ | 6,314,372,047 | |
Direct Debt Investments | | | 925,071,641 | | | | (2,951,865 | ) | | | (15,554,960 | ) | | | 385,752,949 | | | | (314,685,575 | ) | | | 1,902,438 | | | | — | | | | 979,534,628 | |
Total Direct Investments* | | $ | 4,849,894,931 | | | $ | 613,464,064 | | | $ | 569,792,507 | | | $ | 2,660,953,456 | | | $ | (1,310,727,178 | ) | | $ | 1,902,438 | | | $ | (91,373,543 | ) | | $ | 7,293,906,675 | |
Secondary Investments* | | | 621,558,441 | | | | (151,376 | ) | | | 258,632,194 | | | | 545,598,930 | | | | (172,372,708 | ) | | | — | | | | — | | | | 1,253,265,481 | |
Primary Investments* | | | 1,143,534,791 | | | | (138,150 | ) | | | 311,653,057 | | | | 534,529,529 | | | | (316,645,604 | ) | | | — | | | | — | | | | 1,672,933,623 | |
Total | | $ | 6,621,919,838 | | | $ | 613,174,538 | | | $ | 1,138,276,879 | | | $ | 3,797,064,810 | | | $ | (1,799,745,490 | ) | | $ | 1,906,024 | | | $ | (91,373,543 | ) | | $ | 10,281,223,056 | |
* | 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, in the private equity market sector the term “secondary investments” is 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 methods used for valuing investments may result in transfers in or out of levels within the fair value hierarchy. The inputs or methods 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 year ended March 31, 2022, transfers out of Level 3 were due to increased price transparency.
The amount of the net change in unrealized appreciation (depreciation) for the year ended March 31, 2022 relating to investments in Level 3 assets still held at March 31, 2022 is $1,602,300,225, which is included as a component of net change in accumulated unrealized depreciation on investments on the Consolidated Statement of Operations.
42
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Notes to Consolidated Financial Statements – March 31, 2022 (continued)
3. Fair Value Measurements (continued)
The following is a summary of quantitative information about significant unobservable valuation inputs approved by the Adviser for Level 3 Fair Value Measurements for investments held as of March 31, 2022:
Type of Security | | Fair Value at March 31, 2022 (000’s)* | | Valuation Technique(s) | Unobservable Input | Range (weighted average) |
Asset-Backed Securities | | $ | 61,117 | | Reported fair value | Reported fair value | n/a |
Direct Investments: | | | | | | | |
Direct Equity | | $ | 114,368 | | Discounted cash flow | Discount factor | 8.10% – 10.40% (9.41%) |
| | | 5,599,823 | | Market comparable companies | Enterprise value to EBITDA multiple | 6.17x – 29.20x (15.92x) |
| | | 65,990 | | Market comparable companies | Price to book ratio | 1.55x – 1.55x (1.55x) |
| | | 76,242 | | Exit price | Recent transaction price | n/a |
| | | 304,121 | | Recent financing/transaction | Recent transaction price | n/a |
| | | 1,739 | | Replacement cost | Recent transaction price | n/a |
| | | 4,565 | | Reported fair value | Reported fair value | n/a |
| | | 149,594 | | Market comparable companies | Enterprise value to sales multiple | 3.50x – 12.00x (8.02x) |
Direct Debt | | $ | 685,450 | | Broker quotes | Indicative quotes for an inactive market | n/a |
| | | 260,854 | | Discounted cash flow | Discount factor | 7.50% – 32.02% (10.57%) |
| | | 1,003 | | Market comparable companies | Enterprise value to EBITDA multiple | 18.10x – 18.10x (18.10x) |
| | | 6 | | Exit price | Recent transaction price | n/a |
| | | 32,222 | | Recent financing/transaction | Recent transaction price | n/a |
Primary and Secondary Investments | | $ | 2,985,552 | | Adjusted reported net asset value | Reported net asset value | n/a |
| | | (59,353 | ) | Adjusted 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 utilizing earnings and multiples analysis or an analysis of discounted cash flows 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
The Fund has a secured, committed multicurrency revolving line of credit (“LOC”) facility with Lloyds Bank Corporate Markets plc (successor of Lloyds Bank plc), NatWest Markets plc (successor of The Royal Bank of Scotland plc), Barclays Bank plc, UBS AG, and Bank of America, N.A. in the aggregate maximum principal amount of $950,000,000. The Fund anticipates that this LOC 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 will be 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 year ended March 31,
43
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Notes to Consolidated Financial Statements – March 31, 2022 (continued)
4. Revolving Credit Agreement (continued)
2022, the Fund did not have any borrowings and did not incur any interest expense under the LOC facility. In addition to the commitment fee under the LOC facility the Fund agrees to pay 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, 2024.
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 as compensation an amount 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 Year Ended March 31, 2022 | | | For the Year Ended March 31, 2021 | |
| | Units | | | Dollar Amounts | | | Units | | | Dollar Amounts | |
Class A Units | | | | | | | | | | | | | | | | |
Sales | | | 210,813,126 | | | $ | 1,628,448,482 | | | | 86,508,173 | | | $ | 549,269,558 | |
Reinvestments | | | 41,238,273 | | | | 323,147,235 | | | | 8,558,812 | | | | 57,245,617 | |
Repurchases | | | (17,138,227 | ) | | | (133,915,738 | ) | | | (24,514,376 | ) | | | (159,149,894 | ) |
Class exchanges | | | (6,548,226 | ) | | | (48,671,363 | ) | | | (1,956,405 | ) | | | (11,968,050 | ) |
Tax-free reorganization | | | — | | | | — | | | | 1,527 | | | | 10,215 | |
Net increase (decrease) | | | 228,364,946 | | | $ | 1,769,008,616 | | | | 68,597,731 | | | $ | 435,407,446 | |
Class I Units | | | | | | | | | | | | | | | | |
Sales | | | 175,831,506 | | | $ | 1,383,887,488 | | | | 85,373,605 | | | $ | 556,145,741 | |
Reinvestments | | | 31,138,881 | | | | 249,683,999 | | | | 6,193,033 | | | | 42,033,352 | |
Repurchases | | | (20,386,448 | ) | | | (161,695,394 | ) | | | (22,780,212 | ) | | | (148,388,610 | ) |
Class exchanges | | | 6,431,511 | | | | 48,671,363 | | | | 1,933,355 | | | | 11,968,050 | |
Tax-free reorganization | | | — | | | | — | | | | 9,513,907 | | | | 64,572,607 | |
Net increase (decrease) | | | 193,015,450 | | | $ | 1,520,547,456 | | | | 80,233,688 | | | $ | 526,331,140 | |
44
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Notes to Consolidated Financial Statements – March 31, 2022 (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. As 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 year ended March 31, 2022, the Fund incurred $157,636,187 in management fees payable to the Adviser.
In addition to the monthly management fee, at the end of each calendar quarter (and at certain other times), the Adviser will be entitled to receive an 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” means 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, realized income and gains or losses, expenses, and excluding contributions and withdrawals from the calculation of the Incentive Fee. The Fund maintains a memorandum account (the “New Loss Recovery Account”), which had an initial balance of zero and will be (i) increased upon the close of each calendar quarter of the Fund by the amount of the net losses of the Fund for the quarter, and (ii) decreased (but not below zero) upon the close of each calendar quarter by the amount of the net profits of the Fund for the quarter. Members will benefit from the New Loss Recovery Account in proportion to their holdings of Units. For the year ended March 31, 2022, the Fund incurred $185,356,773 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 affect 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 year ended March 31, 2022, the Adviser 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, 2022, the Fund increased the annual fee paid to each Independent Manager from $125,000 to $140,000. The Fund pays an additional, annual fee of $10,000 to the Chairman of the Board and the Chairman of the Audit Committee. In addition, the Fund 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.
45
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Notes to Consolidated Financial Statements – March 31, 2022 (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 March 31, 2022:
| | Shares/ Principal as of March 31, 2022 | | | Fair Value as of March 31, 2021 | | | Gross Additions(1) | | | Gross Reductions(2) | | | Realized Gains/ Losses | | | Change in Unrealized Gains (Losses) | | | Fair Value as of March 31, 2022 | | | Affiliated Income/ Accretion of Discount | |
Non-Controlled Affiliates | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
AAVAS Financiers Limited(3) | | | 3,891,752 | | | $ | 147,751,158 | | | $ | — | | | $ | (30,681,016 | ) | | $ | 26,986,360 | | | $ | (25,042,146 | ) | | $ | 119,014,356 | | | $ | (60 | ) |
Astorg Co-Invest SGG, FCPI(4) | | | — | | | | 72,814,487 | | | | — | | | | (70,026,192 | ) | | | 42,649,162 | | | | (45,437,457 | ) | | | — | | | | — | |
Bock Capital JVco Nature S.à r.l. | | | 12,590,000,000 | | | | — | | | | 149,423,941 | | | | — | | | | — | | | | 42,446,368 | | | | 191,870,309 | | | | — | |
Camelia Investment 1 Limited | | | 6,768,704,045 | | | | 196,294,018 | | | | — | | | | (83,048 | ) | | | 1,953 | | | | (12,630,774 | ) | | | 183,582,149 | | | | — | |
CBI Parent, L.P. | | | 1,145,918 | | | | 114,591,806 | | | | 15,996 | | | | — | | | | — | | | | (9,475,429 | ) | | | 105,132,373 | | | | — | |
Confluent Health, LLC | | | 27,246 | | | | 46,256,540 | | | | — | | | | — | | | | — | | | | 23,330,429 | | | | 69,586,969 | | | | — | |
ECP Parent, LLC | | | 105,520,023 | | | | 115,508,099 | | | | 7,120,999 | | | | — | | | | — | | | | 44,365,308 | | | | 166,994,406 | | | | — | |
EnfraGen, LLC | | | 37,786 | | | | 52,909,891 | | | | 43,294 | | | | — | | | | — | | | | 5,476,113 | | | | 58,429,298 | | | | — | |
EQT Jaguar Co-Investment SCSp(4) | | | — | | | | 91,540,074 | | | | — | | | | — | | | | — | | | | 21,248,616 | | | | 112,788,690 | | | | — | |
GlobalLogic Worldwide Holdings, Inc. (3)(4) | | | — | | | | 387,876,810 | | | | — | | | | (407,500,482 | ) | | | 346,139,647 | | | | (326,515,975 | ) | | | — | | | | — | |
Green DC LuxCo Sarl | | | 19,595,288 | | | | — | | | | 62,099,641 | | | | (967,000 | ) | | | — | | | | (1 | ) | | | 61,132,640 | | | | — | |
Huntress Co-Investment L.P.(4) | | | — | | | | 41,835,243 | | | | — | | | | — | | | | — | | | | 8,554,640 | | | | 50,389,883 | | | | — | |
Icebox Holdco I Inc (4) | | | — | | | | — | | | | 62,584,962 | | | | — | | | | — | | | | 216,857 | | | | 62,801,819 | | | | — | |
Icebox Parent LP (4) | | | — | | | | — | | | | 184,782,100 | | | | (62,584,962 | ) | | | — | | | | 5,393,782 | | | | 127,590,920 | | | | — | |
Idera Parent, L.P.(4) | | | — | | | | 151,685,530 | | | | 5,375 | | | | — | | | | — | | | | 96,552,930 | | | | 248,243,835 | | | | — | |
KPSKY Holdings, L.P. | | | 61,566 | | | | — | | | | 61,566,000 | | | | — | | | | — | | | | 2,809,872 | | | | 64,375,872 | | | | — | |
Luxembourg Investment Company 285 S.à.r.l. S.à.r.l.(5) | | | 14,865,773 | | | | 66,217,773 | | | | — | | | | — | | | | — | | | | 5,012,758 | | | | 71,230,531 | | | | — | |
Luxembourg Investment Company 293 S.à.r.l. | | | 9,789,622 | | | | 37,576,907 | | | | — | | | | — | | | | — | | | | 8,144,923 | | | | 45,721,830 | | | | — | |
Luxembourg Investment Company 314 S.à.r.l.(5) | | | 192,000 | | | | 1 | | | | — | | | | — | | | | — | | | | — | | | | 1 | | | | — | |
Luxembourg Investment Company 414 S.à.r.l. | | | 12,111,360 | | | | — | | | | 61,481,684 | | | | — | | | | — | | | | 18,506,447 | | | | 79,988,131 | | | | — | |
Luxembourg Investment Company 430 S.à.r.l. | | | 50,548,848 | | | | — | | | | 78,953,581 | | | | (2,072,470 | ) | | | (55,660 | ) | | | 1,617,640 | | | | 78,443,091 | | | | — | |
46
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Notes to Consolidated Financial Statements – March 31, 2022 (continued)
7. Affiliated Investments (continued)
| | Shares/ Principal as of March 31, 2022 | | | Fair Value as of March 31, 2021 | | | Gross Additions(1) | | | Gross Reductions(2) | | | Realized Gains/ Losses | | | Change in Unrealized Gains (Losses) | | | Fair Value as of March 31, 2022 | | | Affiliated Income/ Accretion of Discount | |
May Co-Investment S.C.A. | | | 1,059,375 | | | $ | 43,564,146 | | | $ | 75,121 | | | $ | — | | | $ | — | | | $ | 8,524,007 | | | $ | 52,163,274 | | | $ | — | |
MHS Acquisition Holdings, LLC | | | 34,242 | | | | 698,103 | | | | — | | | | — | | | | — | | | | (47,124 | ) | | | 650,979 | | | | — | |
MHS Blocker Purchaser L.P.(4) | | | — | | | | 53,976,725 | | | | — | | | | — | | | | — | | | | (3,643,544 | ) | | | 50,333,181 | | | | — | |
Murra Warra Asset Hold Trust | | | 13,186,543 | | | | 24,490,555 | | | | — | | | | — | | | | — | | | | (2,538,793 | ) | | | 21,951,762 | | | | 87,715 | |
Murra Warra Project Hold Trust | | | 429,366 | | | | 6,122,638 | | | | — | | | | — | | | | — | | | | (634,696 | ) | | | 5,487,942 | | | | 21,929 | |
Murra Warra II Asset Hold Trust | | | 5,402,025 | | | | 1,838,690 | | | | 6,926,641 | | | | (5,512 | ) | | | 186 | | | | 5,876,003 | | | | 14,636,008 | | | | — | |
Murra Warra II Project Hold Trust | | | 10 | | | | 459,673 | | | | 1,731,660 | | | | (1,378 | ) | | | 47 | | | | 1,469,000 | | | | 3,659,002 | | | | — | |
OHCP IV SF COI, L.P.(4) | | | — | | | | 32,399,058 | | | | 44,069 | | | | — | | | | — | | | | 5,161,306 | | | | 37,604,433 | | | | — | |
Onecall Holdings, L.P.(4) | | | — | | | | 156,945,548 | | | | — | | | | (18,589,738 | ) | | | — | | | | 36,171,196 | | | | 174,527,006 | | | | 10,368,379 | |
Partners Terra Pte. Ltd. | | | 1,787,445 | | | | — | | | | 1,867,514 | | | | — | | | | — | | | | (128,152 | ) | | | 1,739,362 | | | | — | |
Pharmathen GP S.à r.l. | | | 1,103 | | | | — | | | | 1,773 | | | | — | | | | — | | | | (1,772 | ) | | | 1 | | | | — | |
Pharmathen Topco S.à r.l. | | | 98,937,978 | | | | — | | | | 112,279,849 | | | | — | | | | — | | | | 1,097,511 | | | | 113,377,360 | | | | — | |
PG BRPC Investment, LLC | | | 32,079 | | | | 52,196,395 | | | | — | | | | — | | | | — | | | | 21,932,083 | | | | 74,128,478 | | | | — | |
PG Esmeralda Pte. Ltd. | | | 5,922,280 | | | | 54,332,836 | | | | 79,081 | | | | — | | | | — | | | | 15,594,993 | | | | 70,006,910 | | | | — | |
PG Delta Holdco, LLC | | | 19,537 | | | | — | | | | 20,420,705 | | | | — | | | | — | | | | 2,490,672 | | | | 22,911,377 | | | | — | |
PG Investment Company 1 S.A.R.L | | | 32,417,328 | | | | — | | | | 104,100,380 | | | | — | | | | — | | | | (3,806,858 | ) | | | 100,293,522 | | | | — | |
PG Lion Management Warehouse S.C.S(4)(5) | | | — | | | | 1,743,439 | | | | — | | | | — | | | | — | | | | 80,665 | | | | 1,824,104 | | | | — | |
PG TLP S.à r.l. | | | 6,377,426 | | | | — | | | | 101,243,477 | | | | (3,883,298 | ) | | | (47,124 | ) | | | 5,179,956 | | | | 102,493,011 | | | | — | |
PG Wave Limited | | | 53,215,581 | | | | — | | | | 73,738,236 | | | | (1,440,858 | ) | | | (27,672 | ) | | | (2,226,521 | ) | | | 70,043,185 | | | | — | |
Polyusus Lux XVI S.a.r.l. | | | 289,102,341 | | | | 21,245,826 | | | | — | | | | — | | | | — | | | | (10,274,123 | ) | | | 10,971,703 | | | | — | |
Quadriga Capital IV Investment Holding II L.P.(3)(4) | | | — | | | | 59,215,601 | | | | — | | | | (62,216,486 | ) | | | 45,796,673 | | | | (42,795,788 | ) | | | — | | | | — | |
Root JVCo S.à r.l. | | | 8,700,760 | | | | 65,859,253 | | | | — | | | | — | | | | — | | | | 7,087,053 | | | | 72,946,306 | | | | — | |
Safe Fleet Holdings LLC(3)(6) | | | 3,900,000 | | | | 2,859,481 | | | | 3,881,955 | | | | (2,910,000 | ) | | | 6,656 | | | | 16,414 | | | | 3,854,506 | | | | 119,899 | |
SnackTime PG Holdings, Inc. | | | 12 | | | | 86,744,446 | | | | 11,510 | | | | — | | | | — | | | | (16,287,485 | ) | | | 70,468,471 | | | | — | |
Specialty Pharma Holdings LP(4) | | | — | | | | — | | | | 90,515,558 | | | | — | | | | — | | | | 19,020,759 | | | | 109,536,317 | | | | — | |
Surfaces SLP (SCSp)(4) | | | — | | | | 40,540,675 | | | | — | | | | — | | | | — | | | | 11,681,217 | | | | 52,221,892 | | | | — | |
Thermostat Purchaser, L.P.(4) | | | — | | | | — | | | | 71,817,900 | | | | — | | | | — | | | | 925,517 | | | | 72,743,417 | | | | — | |
47
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Notes to Consolidated Financial Statements – March 31, 2022 (continued)
7. Affiliated Investments (continued)
| | Shares/ Principal as of March 31, 2022 | | | Fair Value as of March 31, 2021 | | | Gross Additions(1) | | | Gross Reductions(2) | | | Realized Gains/ Losses | | | Change in Unrealized Gains (Losses) | | | Fair Value as of March 31, 2022 | | | Affiliated Income/ Accretion of Discount | |
WHCG Purchaser, LP(4) | | | — | | | $ | — | | | $ | 68,399,200 | | | $ | — | | | $ | — | | | $ | (13,273,617 | ) | | $ | 55,125,583 | | | $ | — | |
Zenith Longitude Limited | | | 6,682,671 | | | | — | | | | 149,888,161 | | | | — | | | | — | | | | 162,405,621 | | | | 312,293,782 | | | | — | |
Total Non-Controlled Affiliates | | | | | | $ | 2,228,091,425 | | | $ | 1,475,100,363 | | | $ | (662,962,440 | ) | | $ | 461,450,228 | | | $ | 73,630,401 | | | $ | 3,575,309,977 | | | $ | 10,597,862 | |
(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) | As of March 31, 2022, the Fund no longer had ownership of five percent or more of outstanding voting securities. |
(4) | Investment does not issue shares. |
(5) | 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. |
(6) | 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 year ended March 31, 2022, the Fund incurred $6,608,899 in administration and accounting fees due to the Administrator.
9. Investment Transactions
Total purchases of investments for the year ended March 31, 2022 amounted to $3,836,698,233. Total distribution proceeds from sale, redemption, or other disposition of investments for the year ended March 31, 2022 amounted to $1,890,522,613. 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 March 31, 2022.
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 March 31, 2022, the Fund had funded $16,481,504,568 or 91.7% of the $17,964,177,061 of its total commitments to Private Equity Investments. With respect to its (i) Direct Investments it had funded $8,078,864,920 of $8,420,509,153 in total commitments, (ii) Secondary Investments it had funded $1,522,644,776 of $1,803,111,066 in total commitments, and (iii) Primary Investments it had funded $6,879,994,872 of $7,740,556,842 in total commitments, in each case, as of March 31, 2022.
48
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Notes to Consolidated Financial Statements – March 31, 2022 (continued)
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 investments in Private Equity Investments are illiquid, typically 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 holders of Fund Units will be able to redeem Units only through quarterly offers by the Fund to purchase, from holders of Fund Units, 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. Tax Information
Distributions to Members are recorded on ex-dividend date. Income dividends and gain distributions are determined in accordance with income tax rules and regulations that may differ in various (or significant) respects from generally accepted accounting principles. Certain capital accounts in the financial statements have been adjusted for permanent book- tax differences. These adjustments have no impact on net asset values or results of operations.
The tax year of the Fund is the 12-month period ending on October 31.
For the tax year ended October 31, 2021, 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 | | $ | 5,632,049,163 | | | $ | 1,496,130,643 | |
Gross unrealized appreciation | | | 4,733,319,114 | | | | 11,343,467 | |
Gross unrealized depreciation | | | (42,123,152 | ) | | | (601,027 | ) |
Net unrealized investment appreciation | | $ | 4,691,195,962 | | | $ | 10,742,440 | |
For the tax year ended October 31, 2021, the Fund made the following permanent book tax differences and reclassifications. These reclassifications were due to differences between book and tax accounting, primarily for total tax adjustment from basis difference, reversal of partnership distribution dividends, reversal of partnership book gain/loss, total book gain/loss recognized on partial sales and distribution re-designations. These reclassifications had no effect on the net assets or net asset value per share of the Fund.
Paid in capital excess of par value | | $ | 74,349,097 | |
Distributable earnings (accumulated loss) | | | (74,349,097 | ) |
49
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Notes to Consolidated Financial Statements – March 31, 2022 (continued)
13. Tax Information (continued)
For the tax year ended October 31, 2021, the Fund’s tax year end components of distributable earnings on a tax basis are as follows:
Late Year Ordinary Loss Deferral | | $ | (227,299,732 | ) |
Net Tax Appreciation/(Depreciation) | | | 4,691,213,762 | |
Undistributed Capital Gains | | | 538,794,351 | |
Capital Loss Carryover Due to Merger | | | (1,492,411 | ) |
The tax character of distributions for the tax years ended 2021 and 2020, was as follows:
| | 2021 | | | 2020 | |
Long-term capital gains | | $ | 635,114,301 | | | $ | 110,076,216 | |
ASC Topic 740, “Accounting for Uncertainty in Income Taxes” (“ASC 740”) provides guidance on the accounting for and disclosure of uncertainty in tax position. ASC 740 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions deemed to meet the more-likely-than-not threshold are recorded as a tax benefit or expense in the current year. Based on its analysis of its tax position for all open tax years (the current and prior years, as applicable), the Adviser has concluded that the Fund does not have any uncertain tax positions that met the recognition or measurement criteria of ASC 740. Such open tax years remain subject to examination and adjustment by tax authorities.
14. Subsequent Events
Management has evaluated the impact of all subsequent events on the Fund and determined that there were no subsequent events that require disclosure in the consolidated financial statements.
50
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Fund Expenses — for the period from October 1, 2021 through March 31, 2022 (Unaudited)
Example: As a Fund Member, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase; and (2) ongoing costs, including management fees; distribution and/or service fees (12b-1 fees); and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds. The actual and hypothetical expense Examples are based on an investment of $1,000 invested at the beginning of a six month period and held through the year ended March 31, 2022.
Actual Expenses: The first section of the table below provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes: The second section of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year (before expenses), which is not the actual Fund return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the Members reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) on redemption/exchange fees. Therefore, the second section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
| | Beginning Account Value (10/1/21) | | | Ending Account Value (3/31/22) | | | Expenses Paid During the Period(*) | | | Annualized Net Expense Ratio(**) | |
Actual | | | | | | | | | | | | | | | | |
Class A Shares | | $ | 1,000.00 | | | $ | 1,059.30 | | | $ | 21.10 | | | | 4.11 | % |
Class I Shares | | $ | 1,000.00 | | | $ | 1,063.00 | | | $ | 17.46 | | | | 3.40 | % |
| | Beginning Account Value (10/1/21) | | | Ending Account Value (3/31/22) | | | Expenses Paid During the Period(*) | | | Annualized Net Expense Ratio(**) | |
Hypothetical (5% annual return before expenses) | | | | | | | | | | | | |
Class A Shares | | $ | 1,000.00 | | | $ | 1,004.44 | | | $ | 20.54 | | | | 4.11 | % |
Class I Shares | | $ | 1,000.00 | | | $ | 1,008.00 | | | $ | 17.00 | | | | 3.40 | % |
(*) | Expenses are calculated using to the Fund’s annualized expense ratio for the indicated Class, multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period). The Example assumes that the $1,000 was invested at the net asset value per share determined at the opening of business on October 1, 2021. |
(**) | Annualized ratio of expenses to average net assets for the period from October 1, 2021 through March 31, 2022. The expense ratio includes the effect of expenses waived or reimbursed by the Fund’s investment adviser. |
51
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Fund Management (Unaudited)
INDEPENDENT MANAGERS |
NAME, ADDRESS AND YEAR OF BIRTH | POSITION(S) HELD WITH THE FUND | TERM OF OFFICE* AND LENGTH OF TIME SERVED | PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS AND OTHER DIRECTORSHIPS** HELD BY MANAGER | NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY MANAGER*** |
James F. Munsell Year of Birth: 1941 c/o Partners Group (USA) Inc. 1114 Avenue of the Americas 37th Floor New York, NY 10036 | Chairman and Manager | Since inception | Senior Counsel, Cleary Gottlieb Steen & Hamilton LLP (2001-Present); Senior Managing Director, Brock Capital Group LLC (2008-Present). | 1 |
Robert J. Swieringa Year of Birth: 1942 c/o Partners Group (USA) Inc. 1114 Avenue of the Americas 37th Floor New York, NY 10036 | Manager | Since inception | Professor of Accounting, S.C. Johnson Graduate School of Management at Cornell University (1997-2015); Professor Emeritus of Accounting, S.C. Johnson Graduate School of Management at Cornell University (2015-Present); Director, The General Electric Company (2002-2016). | 1 |
Lewis R. Hood, Jr. Year of Birth: 1956 c/o Partners Group (USA) Inc. 1114 Avenue of the Americas 37th Floor New York, NY 10036 | Manager | Since inception | Retired; Managing Director and Chief Investment Officer (CIO Emeritus from 2014), ERISA Plans, Prudential Insurance Company of America (2002-2015). | 1 |
Stephen G. Ryan Year of Birth: 1959 c/o Partners Group (USA) Inc. 1114 Avenue of the Americas 37th Floor New York, NY 10036 | Manager | Since inception | Professor of Accounting, Stern School of Business, New York University (1995-Present). | 1 |
* | Each Manager serves an indefinite term, until his or her successor is elected. |
** | Includes any company with a class of securities registered pursuant to Section 12 of the Exchange Act of 1934, as amended (the “Exchange Act”), or subject to the requirements of Section 15(d) of the Exchange Act or any company registered under the Investment Company Act. |
*** | The Fund Complex consists of Partners Group Private Equity (Master Fund), LLC. |
52
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Fund Management (Unaudited) (continued)
INTERESTED MANAGERS AND OFFICERS |
NAME, ADDRESS AND YEAR OF BIRTH | POSITION(S) HELD WITH THE FUND | TERM OF OFFICE* AND LENGTH OF TIME SERVED | PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS AND OTHER DIRECTORSHIPS** HELD BY MANAGER | NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY MANAGER OR OFFICER*** |
Robert Collins(1) Year of Birth: 1976 c/o Partners Group (USA) Inc. 1114 Avenue of the Americas 37th Floor New York, NY 10036 | Manager; President | Indefinite length—since inception | Partner Partners Group (2021–Present); Partners Group (2005–Present). | 1 |
Helen Yankilevich Year of Birth: 1983 c/o Partners Group (USA) Inc. 1114 Avenue of the Americas 37th Floor New York, NY 10036 | Chief Operating Officer; Chief Financial Officer | Indefinite length—since 2021 | Partners Group (2014-Present) | 1 |
Brian Kawakami Year of Birth: 1950 c/o Partners Group (USA) Inc. 1114 Avenue of the Americas 37th Floor New York, NY 10036 | Chief Compliance Officer | Indefinite length—since inception | Manager, Brian Kawakami LLC (2015–Present). | 1 |
Vilma DeVooght Year of Birth: 1977 c/o Partners Group (USA) Inc. 1114 Avenue of the Americas 37th Floor New York, NY 10036 | Secretary | Indefinite length—since 2021 | Senior Compliance Officer, Partners Group (2021-Present); Senior Counsel, ALPS Fund Services, Inc. (2014-2021). | 1 |
* | Each Manager serves an indefinite term, until his or her successor is elected. |
** | Includes any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered under the Investment Company Act. |
*** | The Fund Complex consists of Partners Group Private Equity (Master Fund), LLC. |
(1) | Mr. Collins is deemed an “interested person” of the Fund due to his position as a Partner of the Adviser. |
53
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 Forms N-PORT (and its predecessor form, Form N-Q) are available on the SEC’s website at www.sec.gov.
Federal Tax Information (Unaudited)
For the tax year ended October 31, 2021, the amount of long-term capital gains designated by the Fund was $635,114,301.
Approval of Investment Management Agreement
At a meeting of the Board held on December 17, 2020, the Board, including a majority of the Independent Managers, approved by a unanimous vote the continuation of the Second Amended and Restated Investment Management Agreement (the “Agreement”).
In advance of the meeting, the Independent Managers requested and received extensive materials from the Adviser to assist them in considering the renewal of the Agreement. The materials provided by the Adviser included detailed comparative information relating to the performance, advisory fees and other expenses of the Fund.
The Board engaged in a detailed discussion of the materials with management of the Adviser. The Independent Managers then met separately with independent counsel to the Independent Managers for a further review of the information presented in the materials. Following this session, the full Board reconvened and after further discussion determined that the information presented provided a sufficient basis upon which to approve the Agreement.
Discussion of Factors Considered
The Independent Managers considered, among other things: (1) the nature and quality of the advisory services rendered, including the complexity of the services provided; (2) the experience and qualifications of the personnel that provide such services; (3) the fee structure and the expense ratios in relation to those of other investment companies having comparable investment policies and limitations; (4) the direct and indirect costs incurred by the Adviser and its affiliates in performing advisory services for the Fund, the basis of determining and allocating these costs, and the profitability to the Adviser and its affiliates in performing such services; (5) possible economies of scale arising from any anticipated growth of the Fund and the extent to which these would be passed on to the Fund; (6) other compensation or possible benefits to the Adviser and its affiliates arising from their advisory and other relationships with the Fund; (7) possible alternative fee structures or bases for determining fees; (8) the fees charged by the Adviser and other investment advisers to similar clients and in comparison to industry fees for similar services; and (9) possible conflicts of interest that the Adviser may have with respect to the Fund.
The Independent Managers concluded that the nature, extent, and quality of the services provided by the Adviser to the Fund is appropriate and consistent with the terms of the limited liability company agreement of the Fund, that the quality of those services is consistent with industry norms and that the Fund benefits from the Adviser’s management of the Fund’s investment program.
The Independent Managers noted that the performance of the Fund had been positive since inception.
The Independent Managers also concluded that the Adviser had sufficient personnel with the appropriate education and experience to serve the Fund effectively and has demonstrated its continuing ability to attract and retain qualified personnel. The Independent Managers noted that the Adviser is part of a larger investment advisory group that advises other funds and individual investors with respect to private equity investments and that relationship may make available to the Fund investment opportunities that would not be available to the Fund if the Adviser was not the Fund’s investment adviser.
54
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Other Information (Unaudited) (continued)
The Independent Managers considered the costs of the services provided by the Adviser and the compensation and benefits received by the Adviser in providing services to the Fund. The Independent Managers reviewed the financial statements of the Adviser and the Adviser’s parent and a profitability analysis of the Adviser, considered any direct or indirect revenues that could be received by affiliates of the Adviser, and concluded that the Adviser’s fees and profits were reasonable in relation to the nature and quality of the services provided to the Fund, taking into account the fees charged by other advisers for managing comparable funds. The Independent Managers also concluded that the overall expense ratio of the Fund was reasonable, taking into account the size of the Fund and the quality of services provided by the Adviser.
The Independent Managers considered the extent to which economies of scale could be realized and whether fee levels would reflect those economies, noting that as the Fund grows, economies of scale would be realized.
The Independent Managers considered all factors and no one factor alone was deemed dispositive.
Conclusion
The Independent Managers determined that the information presented provided a sufficient basis upon which to approve the continuation of the Agreement and that the compensation and other terms of the Agreement were in the best interests of the Fund and its members.
55
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Other Information (Unaudited) (continued)
Privacy Policy
FACTS | WHAT DOES PARTNERS GROUP PRIVATE EQUITY (MASTER FUND), LLC DO WITH YOUR PERSONAL INFORMATION? |
Why? | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. |
What? | The types of personal information we collect and share depend on the product or service you have with us. This information can include: ● Social Security number ● account balances ● account transactions ● transaction history ● wire transfer instructions ● checking account information When you are no longer our customer, we continue to share your information as described in this notice. |
How? | All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons Partners Group Private Equity (Master Fund), LLC chooses to share; and whether you can limit this sharing. |
Reasons we can share your personal information | Does Partners Group Private Equity (Master Fund), LLC share? | Can you limit this sharing? |
For our everyday business purposes – such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus | Yes | No |
For our marketing purposes – to offer our products and services to you | No | We do not share |
For joint marketing with other financial companies | No | We do not share |
For our affiliates’ everyday business purposes – information about your transactions and experiences | Yes | No |
For our affiliates’ everyday business purposes – information about your creditworthiness | No | We do not share |
For our affiliates to market to you | No | We do not share |
For nonaffiliates to market to you | No | We do not share |
Questions? | Call 1-877-748-7209 |
56
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Other Information (Unaudited) (continued)
Privacy Policy (continued)
What we do |
How does Partners Group Private Equity (Master Fund), LLC protect my personal information? | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. |
How does Partners Group Private Equity (Master Fund), LLC collect my personal information? | We collect your personal information, for example, when you ● open an account ● provide account information ● give us your contact information ● make a wire transfer ● tell us where to send the money We also collect your information from others, such as credit bureaus, affiliates, or other companies. |
Why can’t I limit all sharing? | Federal law gives you the right to limit only ● sharing for affiliates’ everyday business purposes – information about your creditworthiness ● affiliates from using your information to market to you ● sharing for nonaffiliates to market to you State laws and individual companies may give you additional rights to limit sharing. |
European Union’s General Data Protection Regulation | In addition to the above information, where applicable, you have the following rights under the European Union’s General Data Protection Regulation (“GDPR”) and U.S. Privacy Laws, as applicable and to the extent permitted by law, to ● Check whether we hold personal information about you and to access such data (in accordance with our policy) ● Request the correction of personal information about you that is inaccurate ● Have a copy of the personal information we hold about you provided to you or another “controller” where technically feasible ● Request the erasure of your personal information ● Request the restriction of processing concerning you The legal grounds for processing of your personal information is for contractual necessity and compliance with law. If you wish to exercise your rights, please contact: Partners Group Private Equity (Master Fund), LLC 1114 Avenue of the Americas 37th Floor New York, New York 10036 Attn: Chief Compliance Officer You are required to ensure the personal information we hold about you is up-to-date and accurate and you must notify us of any changes to the personal data you provided to us. |
57
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Other Information (Unaudited) (continued)
Privacy Policy (continued)
| We retain your personal information for a period of at least five (5) years from the date on which you first invested in the Partners Group Private Equity (Master Fund), LLC for which personal data was provided or the date when you fully redeemed your investment. Thereafter, your personal information will be deleted (or otherwise erased or de-identified) any such personal data except as required or permitted by applicable law or regulation. You also have the right to lodge a complaint with the appropriate regulatory authority with respect to issues you may have. |
Definitions |
Affiliates | Companies related by common ownership or control. They can be financial and nonfinancial companies. ● Our affiliates include companies with a Partners Group name, such as Partners Group (USA) Inc., investment adviser to the Fund and other funds, and Partners Group AG. |
Controller | “Controller” means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing of personal data; where the purposes and means of such processing are determined by European Union or European Member State law, the controller or the specific criteria for its nomination may be provided for by European Union or European Member State law. |
Nonaffiliates | Companies not related by common ownership or control. They can be financial and nonfinancial companies. ● Partners Group Private Equity (Master Fund), LLC does not share with nonaffiliates so they can market to you. |
Joint marketing | A formal agreement between nonaffiliated financial companies that together market financial products or services to you. ● Partners Group Private Equity (Master Fund), LLC does not jointly market. |
58
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(b) Not applicable.
ITEM 2. CODE OF ETHICS.
(a) The registrant, as of the end of the period covered by this report, has adopted a code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party.
(c) There have been no amendments, during the period covered by this report, to a provision of the code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, and that relates to any element of the code of ethics description.
(d) The registrant has not granted any waivers, during the period covered by this report, including an implicit waiver, from a provision of the code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, that relates to one or more of the items set forth in paragraph (b) of this item's instructions.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
As of the end of the period covered by the report, the registrant's board of managers has determined that Mr. Robert J. Swieringa is qualified to serve as the audit committee financial expert serving on its audit committee and that he is "independent," as defined by Item 3 of Form N-CSR.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Audit Fees
(a) The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years are $857,164 for 2021 and $938,500 for 2022.
Audit-Related Fees
(b) The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant's financial statements and are not reported under paragraph (a) of this Item are $0 for 2021 and $0 for 2022.
Tax Fees
(c) The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning are $0 for 2021 and $0 for 2022.
All Other Fees
(d) The aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant other than the services reported in paragraphs (a) through (c) of this Item are $769,300 for 2021 and $1,024,485 for 2022. The registrant's independent registered public accounting firm provides reasonable assurances on the correctness of the processes and procedures leading to the fair value of the investments calculated by Partners Group (USA) Inc. as well as the calculation itself, in accordance with their quarterly fair valuation process.
(e)(1) Disclose the audit committee's pre-approval policies and procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.
The registrant's audit committee must pre-approve the audit and non-audit services of the independent registered public accounting firm prior to the independent registered public accounting firm’s engagement.
(e)(2) The percentage of services described in each of paragraphs (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X are as follows:
(b) 0%
(c) 0%
(d) 100%
(f) The percentage of hours expended on the principal accountant's engagement to audit the registrant's financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full-time, permanent employees was less than fifty percent.
(g) The aggregate non-audit fees billed by the registrant's accountant for services rendered to the registrant, and rendered to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for each of the last two fiscal years of the registrant was $769,300 for 2021 and $1,024,485 for 2022.
(h) The registrant's audit committee of the board of managers has considered whether the provision of non-audit services that were rendered to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant's independence.
(i) Not applicable.
(j) 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(a) of this Form.
(b) Not applicable.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
The Proxy Voting Policies are attached herewith.
PROXY VOTING POLICY
Investment advisers registered with the SEC, and which exercise voting authority with respect to client securities, are required by Rule 206(4)-6 of the Advisers Act to (a) adopt and implement written policies and procedures that are reasonably designed to ensure that client securities are voted in the best interests of clients, which must include how an adviser addresses material conflicts that may arise between the adviser’s interests and those of its clients; (b) to disclose to clients how they may obtain information from the adviser with respect to the voting of proxies for their securities; (c) to describe to clients a summary of its proxy voting policies and procedures and, upon request, furnish a copy to its clients; and (d) maintain certain records relating to the adviser’s proxy voting activities when the adviser does have proxy voting authority.
Partners Group (USA) Inc. (the “Adviser”) is the investment manager to the Partners Group Private Equity (Master Fund), LLC (the “Fund”). All proxy voting responsibilities of the Fund are performed by the Adviser, with the assistance of the Administrator of the Fund. The Adviser utilizes Glass Lewis Europe Limited, a subsidiary of Glass Lewis & Co. ("Proxy Firm"), to administer the voting of the Fund's proxies.
This policy is designed to address the Adviser’s obligations with respect to the Fund under Rule 206(4)-6 of the Advisers Act.
The Adviser shall vote the proxies appurtenant to all shares of corporate stock or ownership interest owned by the Fund for which it serves as adviser, and the Adviser shall vote said proxies in accordance with the proxy voting policies set forth herein.
The Adviser acts as fiduciary in relation to the portfolio of the Fund and the assets thus entrusted to the Adviser’s management. Where the assets placed in the Adviser’s care include shares of corporate stock or ownership interest, and except where the Fund has expressly reserved to itself or another party the duty to vote proxies, it is the Adviser’s duty as a fiduciary to vote all proxies relating to such shares.
The Adviser has an obligation to vote all proxies received from shares of corporate stock or ownership interest owned by its client accounts in the best interests of those clients.1 In voting these proxies, the Adviser may not be motivated by, or subordinate the Fund's interests, to its own objectives or those of persons or parties unrelated to the Fund. The Adviser will endeavor to exercise all appropriate and lawful care, skill, prudence and diligence in voting proxies, and shall vote all proxies relating to shares or ownership interests owned by the Fund and received by the Adviser. The Adviser shall not be responsible, however, for voting proxies that it does not receive in sufficient time to respond.
In order to carry out its responsibilities in regard to voting proxies, the Adviser will seek to track all shareholder/interest holder meetings convened by companies whose shares are held in the Fund, identify all material issues presented to shareholder/interest holders at such meetings, formulate a reasonable position on each such issue and ensure that proxies pertaining to all shares or ownership interests owned in client accounts are voted in accordance with such determinations.
In addition, the Adviser has engaged the services of the Proxy Firm, an independent third party, to cast proxy votes according to the Adviser’s established guidelines. The Proxy Firm will be required to promptly notify the Adviser of any proxy issues that do not fall under the guidelines set forth below. The Adviser does not believe that conflicts of interest will generally arise in connection with its proxy voting policies.
The Adviser’s general policy is to support proposals that maintain or enhance (i) the economic value of the issuer and (ii) the rights and interests of shareholders/interest holders, and to oppose proposals that are inconsistent with these objectives. Accordingly, proxy proposals are typically handled as set forth below, provided that the Adviser may deviate from such general guidelines if it reasonably determines that doing so is in the best interest of shareholders/ interest holders in a particular case.
I. | Election of Board of Directors |
| • | The Adviser will generally vote in support of management’s nominees for the board of directors, and in favor of proposals that support board independence. |
| II. | Appointment of Independent Auditors |
| • | The Adviser will generally support the recommendation of the relevant board of directors. |
| III. | Issues of Corporate Structure and Shareholder/Interest Holder Rights |
| • | The Adviser generally supports proposals designed to maintain or enhance shareholder/interest holder rights and/or value, such as the following: |
| o | Management proposals for approval of stock/interest repurchase programs or stock splits (including reverse splits). |
| 1 | For purposes of this policy, opportunities to vote on matters raised in connection with the Fund investments or direct private investments are considered to be proxies. |
| o | Proposals supporting shareholder/interest holders rights (i) to vote on shareholder/interest holder rights plans (poison pills), (ii) to remove supermajority voting provisions and/or (iii) to call special meetings and to act by written consent. |
| • | The Adviser does not support obstacles erected by corporations to prevent mergers or takeovers, as it considers that such actions may depress the corporation’s marketplace value. Accordingly, the Adviser generally votes against management on proposals such as the following: |
| o | Anti-takeover and related provisions that serve to prevent the majority of shareholder/interest holders from exercising their rights or effectively deter appropriate tender offers and other offers. |
| o | Shareholder/interest holder rights plans (poison pills) that allow the board of directors to block appropriate offers to shareholder/interest holders or which trigger provisions preventing legitimate offers from proceeding. |
| o | Reincorporation in a jurisdiction which has more stringent anti-takeover and related provisions. |
| o | Change-in-control provisions in non-salary compensation plans, employment contracts, and severance agreements which benefit management and would be costly to shareholder/interest holders if triggered. |
| o | Establishment of classified boards of directors. |
| • | The Adviser generally votes against management on proposals such as the following, which have potentially substantial financial or best interest impact: |
| o | Capitalization changes that add “blank check” classes of stock or classes that dilute the voting interests of existing shareholder/interest holders. |
| o | Amendments to bylaws which would require super-majority shareholder/interest holder votes to pass or repeal certain provisions. |
| o | Elimination of shareholder/interest holders’ right to call special meetings. |
| o | “Other business as properly comes before the meeting” proposals which extend “blank check” powers to those acting as proxy. |
| o | Proposals requesting re-election of insiders or affiliated directors who serve on audit, compensation, and nominating committees. |
IV. | Mergers and Acquisitions |
| • | The Adviser evaluates Mergers and Acquisitions on a case-by-case basis, and will use its discretion to vote in a manner that it believes will maximize shareholder/interest holder value. |
V. | Executive and Director Equity-Based Compensation |
| • | The Adviser is generally in favor of properly constructed equity-based compensation arrangements. The Adviser will support proposals that provide management with the ability to implement compensation arrangements that are both fair and competitive. However, the Adviser may oppose management proposals that could potentially significantly dilute shareholder/interest holders’ ownership interests in the corporation, or which it considers unreasonable. |
VI. | Corporate Social and Policy Issues |
| • | With respect to the wide variety of corporate and social policy issues for which voting may be required, the Adviser generally supports proposals that are designed to enhance the economic value of the issuer, provided such policies are not inconsistent with the principles of socially responsible investing adopted by the Adviser. |
VII. | Matters Arising in Respect of Private Market Investments |
| • | Matters arising in respect of direct investments will be considered on a case-by-case basis. The Adviser will vote on or consent to such matters in a manner that is consistent with the general policy and principles outlined above. The basis for the voting decision and any recommendation the Adviser may receive from its affiliates or advisers, including the basis for the determination that the decision is in the best interests of the Fund and the Adviser’s other clients, shall be formalized in writing. |
From time to time, the Adviser will review a proxy which presents a potential material conflict. As a fiduciary to its clients, the Adviser takes these potential conflicts very seriously. While the Adviser’s only goal in addressing any such potential conflict is to ensure that proxy votes are cast in the clients’ best interests and are not affected by the Adviser’s potential conflict, there are a number of courses the Adviser may take including, but not limited to, delegating the vote to the Proxy Firm. The final decision about which course to follow shall be made by the Adviser’s investment committee.
When the matter clearly corresponds to one of the proposals enumerated above, casting a vote which simply follows the Adviser’s pre-determined policy would eliminate the Adviser’s discretion on the particular issue and hence avoid the conflict.
In other cases, where the matter presents a potential material conflict and is not clearly within one of the enumerated proposals, or is of such a nature that the Adviser believes more active involvement is necessary, the Adviser may delegate the vote to the Proxy Firm to determine the appropriate vote.
Alternatively, in certain situations the Adviser’s investment committee may determine that delegating the vote to the Proxy Firm is unfeasible, impractical or unnecessary. In such situations, the investment committee shall make a decision about the voting of the proxy. The basis for the voting decision, and any recommendation the Adviser may receive from its affiliates or advisers, including the basis for the determination that the decision is in the best interests of the Fund and the Adviser’s other clients, shall be formalized in writing.
4. | Proxy Voting Procedures |
The following describes the standard procedures that are to be followed with respect to carrying out the Adviser's proxy policy. The execution of these procedures may be delegated in whole or in part.
| 1. | When a proxy vote is called for, all relevant information in the proxy materials will be recorded by the Adviser in a database. |
| 2. | The Adviser will confirm the Fund's holdings of the securities and that the Fund is eligible to vote. |
| 3. | The Adviser will review the proxy and if necessary compile information relating to such proxy. The Adviser will consider whether there are any conflicts or other issues that warrant the delegating the vote to the Proxy Firm. |
| 4. | In determining how to vote, the Adviser will consider the guidelines set forth above, the Adviser’s knowledge of the company, and the recommendations (if any) put forth by the Proxy Firm or an affiliate. |
| 5. | The Adviser will maintain the documentation that supports its voting position. In particular, as to non-routine, materially significant or controversial matters, such documentation will describe the position taken, why that position is in the best interest of the Fund, an indication of whether the Adviser supported or did not support management and/or any other relevant information. |
| 6. | After the proxy is completed but before it is returned to the issuer and/or its agent, the Adviser may review the proxy to determine that the appropriate documentation has been created, including conflict of interest screening. |
| 7. | The Adviser will endeavor to submit its vote on all proxies in a timely fashion, in sufficient time for the vote to be lodged to the extent the Adviser has had an opportunity to follow its Proxy Policy. |
| 8. | The Adviser will retain (i) a copy of each proxy statement that the Adviser receives regarding the Fund's securities; (ii) a record of each vote cast by the Adviser on behalf of the Fund; (iii) a copy of any document created by the Adviser that was material to making a decision how to vote proxies on behalf of the Fund or that memorializes the basis for that decision; (iv) a copy of each written client request for information on how the Adviser voted proxies on behalf of the Fund, and (v) a copy of any written response by the Adviser to any (written or oral) client request for information on how the Adviser voted proxies on behalf of the requesting Fund investor. |
| 9. | The Adviser will periodically review these policies and procedures to ensure compliance. |
5. | Obtaining proxy voting information |
To obtain information on how the Adviser voted proxies, Fund investors may contact:
Partners Group Private Equity (Master Fund), LLC
1114 Avenue of the Americas, 37th Floor
New York, NY 10036
Attn: Chief Compliance Officer
Re: Proxy voting information request
The Fund and Adviser shall retain their (i) proxy voting policies and procedures; (ii) proxy statements received regarding portfolio securities of the Fund; (iii) records or votes it casts on behalf of the Fund; (iv) records of Fund investor requests for proxy voting information and responses to such requests, and (v) any documents prepared by the Adviser that are material in making a proxy voting decision. Such records may be maintained with a third party, such as the Proxy Firm, that will provide a copy of the documents promptly upon request.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
(a)(1) Identification of Portfolio Manager(s) or Management Team Members and Description of Role of Portfolio Manager(s) or Management Team Members
The following table provides biographical information about the members of the Investment Committee of Partners Group (USA) Inc. (the "Adviser"), who are primarily responsible for the day-to-day portfolio management of the Partners Group Private Equity (Master Fund), LLC as of June 1, 2022:
Name of Investment Committee Member | Title | Length of Time of Service to the Fund | Business Experience During the Past 5 Years | Role of Investment Committee Member |
Hal Avidano | Managing Director | Since 2016 | Managing Director (2017-Present); Partners Group (2008-Present). | Portfolio Management |
Robert M. Collins | Partner | Since Inception* | Partner, Partners Group (2021-Present); Partners Group (2005-Present); Director, Partners Group (Canada) Inc. (2019-Present); Director, Partners Group (USA) Impact (2014-Present); Director, Partners Group (USA) Inc. (2019-Present). | Portfolio Management |
Tom Stein | Managing Director | Since 2021 | Managing Director, Partners Group (2018-Present); Partners Group (2018-Present); Guggenheim Partners, (2013-2018). | Portfolio Management |
Adam Howarth | Managing Director | Since Inception** | Partner, Partners Group (2022-Present); Partners Group (2007-Present). | Portfolio Management |
Joel Schwartz | Partner | Since 2015 | Partner, Partners Group (2017-Present); Partners Group (2013-Present). | Portfolio Management |
Anthony Shontz | Managing Director | Since 2012 | Partner, Partners Group (2022-Present); Partners Group (2007-Present); Director, Partners Group (USA) Inc. (2018-Present). | Portfolio Management |
Todd Bright | Partner | Since 2016 | Partner, Partners Group (2018-Present); Partners Group (2014-Present); Director, Partners Group (USA) Inc. (2018-Present). | Portfolio Management |
Ron Lamontagne | Managing Director | Since 2016 | Managing Director, Partners Group (2015-Present); Partners Group (2015-Present). | Portfolio Management |
| * | Mr. Collins served as a portfolio manager for the registrant from 2009-2012, Chief Financial Officer since inception-2014 and President from 2014-present. |
| ** | Mr. Howarth served as a portfolio manager for the registrant from 2009-2011 and as deputy portfolio manager from 2014-2018. |
(a)(2) Other Accounts Managed by Portfolio Manager(s) or Management Team Member and Potential Conflicts of Interest
The following table provides information about portfolios and accounts, other than the Partners Group Private Equity (Master Fund), LLC, for which the members of the Investment Committee of the Investment Adviser are jointly and primarily responsible for the day-to-day portfolio management as of March 31, 2022:
| Number of Other Accounts Managed and Total Value of Assets by Account Type for Which There is No Performance-Based Fee | Number of Other Accounts and Total Value of Assets for Which Advisory Fee is Performance-Based |
| Registered investment companies | Other pooled investment vehicles | Other accounts | Registered investment companies | Other pooled investment vehicles | Other accounts |
Hal Avidano | Zero accounts | Zero accounts | Zero accounts | Zero accounts | 9 pooled investment vehicles with a value of $2.843 billion | 32 accounts with a value of $4.603 billion |
Robert M. Collins | Zero accounts | Zero accounts | Zero accounts | Zero accounts | 9 pooled investment vehicles with a value of $2.843 billion | 32 accounts with a value of $4.603 billion |
Tom Stein | Zero accounts | Zero accounts | Zero accounts | Zero accounts | 9 pooled investment vehicles with a value of $2.843 billion | 32 accounts with a value of $4.603 billion |
Adam Howarth | Zero accounts | Zero accounts | Zero accounts | Zero accounts | 9 pooled investment vehicles with a value of $2.843 billion | 32 accounts with a value of $4.603 billion |
Joel Schwartz | Zero accounts | Zero accounts | Zero accounts | Zero accounts | 9 pooled investment vehicles with a value of $2.843 billion | 32 accounts with a value of $4.603 billion |
Anthony Shontz | Zero accounts | Zero accounts | Zero accounts | Zero accounts | 9 pooled investment vehicles with a value of $2.843 billion | 32 accounts with a value of $4.603 billion |
Todd Bright | Zero accounts | Zero accounts | Zero accounts | Zero accounts | 9 pooled investment vehicles with a value of $2.843 billion | 32 accounts with a value of $4.603 billion |
Ron Lamontagne | Zero accounts | Zero accounts | Zero accounts | Zero accounts | 9 pooled investment vehicles with a value of $2.843 billion | 32 accounts with a value of $4.603 billion |
Potential Conflicts of Interests
Members of the Portfolio Management Team are involved in the management of other accounts, including proprietary accounts, separate accounts and other pooled investment vehicles. Members of the Portfolio Management Team may manage separate accounts or other pooled investment vehicles that may have materially higher or different fee arrangements than the Fund and may also be subject to performance-based fees. The side-by-side management of these separate accounts and pooled investment vehicles may raise potential conflicts of interest relating to cross trading and the allocation of investment opportunities.
The Adviser has a fiduciary responsibility to manage all client accounts in a fair and equitable manner. The Adviser seeks to provide best execution of all securities transactions and to allocate investments to client accounts in a fair and reasonable manner. To this end, the Adviser has developed policies and procedures designed to mitigate and manage the potential conflicts of interest that may arise from side-by-side management.
(a)(3) Compensation Structure of Portfolio Manager(s) or Management Team Members
The Adviser is a wholly-owned subsidiary of Partners Group Holding AG (“Partners Group Holding”) and an affiliate of Partners Group AG, the principal operating subsidiary of Partners Group Holding. Partners Group Holding is a listed company with major ownership by its employees. The ownership structure is designed to motivate and retain employees.
The Portfolio Management Team and other employees of the Adviser are compensated with a fixed annual salary, which is typically supplemented by an annual bonus based on individual and team based performance. Key professionals, including the Portfolio Management Team, are additionally compensated through equity participation in Partners Group Holding.
This equity ownership is structured in a manner designed to provide for long-term continuity. Accordingly, the vesting parameters of equity incentives are rather stringent. Any equity or option holder intending to leave the firm has the obligation to render his or her unvested interest back to the company, either in the form of equity shares or options depending upon the extent of ownership interest. As a result, the Adviser believes that members of the Portfolio Management Team have a strong interest to remain with the firm over the long term.
(a)(4) Disclosure of Securities Ownership
The following table sets forth the dollar range of equity securities beneficially owned by each member of the Investment Committee of the Adviser indirectly in the Master Fund as of March 31, 2022:
Investment Committee Member | Dollar Range of Fund Shares Beneficially Owned |
Hal Avidano | None |
Robert M. Collins | Over $1,000,000 |
Tom Stein | None |
Adam Howarth | $100,001 - $500,000 |
Joel Schwartz | None |
Anthony Shontz | None |
Todd Bright | None |
Ron Lamontagne | None |
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
Not applicable.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There have been no material changes to the procedures by which the shareholders may recommend nominees to the registrant's board of managers, where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (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) Code of ethics, or any amendment thereto, that is the subject of disclosure required by Item 2 is attached hereto.
(a)(2) Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto.
(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: | June 7, 2022 | |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By (Signature and Title)* | /s/ Robert M. Collins | |
| Robert M. Collins, President & | |
| Chief Executive Officer | |
| (Principal Executive Officer) | |
| | |
Date: | June 7, 2022 | |
| | |
By (Signature and Title)* | /s/ Helen Yankilevich | |
| Helen Yankilevich, Chief Financial Officer | |
| (Principal Financial Officer) | |
| | |
Date: | June 7, 2022 | |
| * | Print the name and title of each signing officer under his or her signature. |