UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act file number 811-22241
Partners Group Private Equity (Master Fund), LLC
(Exact name of registrant as specified in charter)
c/o Partners Group (USA) Inc.
1114 Avenue of the Americas, 37th Floor
New York, NY 10036
(Address of principal executive offices) (Zip code)
Robert M. Collins
1114 Avenue of the Americas, 37th Floor
New York, NY 10036
(Name and address of agent for service)
Registrant's telephone number, including area code: (212) 908-2600
Date of fiscal year end: March 31
Date of reporting period: September 30, 2023
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)
Semi-Annual Report
For the Six Months Ended September 30, 2023
(Unaudited)
See the inside front cover for important information about access to your Fund’s annual and semiannual shareholder reports. |
Important information about access to shareholder reports
Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund’s annual and semiannual shareholder reports like this one will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on the Fund’s website, and each time a report is posted you will be notified by mail and provided with a website address to access the report.
If you have already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically at any time by contacting your financial intermediary (such as a broker-dealer or bank) or, if you invest directly with the Fund, by calling 1-888-977-9790.
You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue receiving paper copies of your shareholder reports. If you invest directly with the Fund, you can call 1-888-977-9790 to let the Fund know you wish to continue receiving paper copies of your shareholder reports. Your election to receive paper reports will apply to all Partners Group funds held in your account if you invest through a financial intermediary or all Partners Group funds held with the fund complex if you invest directly with the Fund.
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Table of Contents
For the Six Months Ended September 30, 2023 (Unaudited)
Consolidated Schedule of Investments | 1-25 |
Consolidated Statement of Assets and Liabilities | 26 |
Consolidated Statement of Operations | 27 |
Consolidated Statements of Changes in Net Assets | 28 |
Consolidated Statement of Cash Flows | 29 |
Consolidated Financial Highlights | 30-31 |
Notes to Consolidated Financial Statements | 32-47 |
Fund Expenses | 48 |
Other Information | 49 |
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Consolidated Schedule of Investments –
September 30, 2023 (Unaudited)
INVESTMENT PORTFOLIO AS A PERCENTAGE OF TOTAL NET ASSETS
Public Investments North America (0.61%) | Industry | Acquisition | Shares | Fair | |||||||||
American Tower Corp. | Communication | 05/29/20 | 34,189 | $ | 5,624,091 | ||||||||
American Water Works Co., Inc. | Utilities | 02/16/16 | 47,317 | 5,859,264 | |||||||||
Apollo Global Management, LLC | Diversified Financial Services | 09/05/23 | 19,252 | 1,728,252 | |||||||||
Ares Capital Corp. | Diversified Financial Services | 02/16/16 | 141,722 | 2,759,327 | |||||||||
Ares Management Corp. | Diversified Financial Services | 06/28/19 | 35,642 | 3,667,205 | |||||||||
Atmos Energy Corp. | Utilities | 02/16/16 | 35,557 | 3,765,486 | |||||||||
Blackstone Group, Inc. | Diversified Financial Services | 07/12/19 | 43,077 | 4,616,993 | |||||||||
Brookfield Asset Management, Inc. | Diversified Financial Services | 07/18/22 | 28,626 | 954,071 | |||||||||
Brookfield Corp. | Diversified Financial Services | 12/12/22 | 30,526 | 954,243 | |||||||||
Canadian National Railway Co. | Transportation | 05/14/19 | 53,381 | 5,804,177 | |||||||||
CMS Energy Corp. | Utilities | 11/01/19 | 87,915 | 4,669,166 | |||||||||
Crown Castle International Corp. | Communication | 02/16/16 | 30,977 | 2,850,813 | |||||||||
Equinix Inc. | Diversified Financial Services | 07/31/20 | 5,388 | 3,913,089 | |||||||||
Fortis Inc. | Utilities | 12/18/17 | 99,204 | 3,778,966 | |||||||||
Golub Capital BDC Inc. | Diversified Financial Services | 02/24/22 | 189,765 | 2,783,853 | |||||||||
HarbourVest Global Private Equity | Diversified Financial Services | 12/21/18 | 82,676 | 2,310,605 | |||||||||
KKR & Co., Inc. | Diversified Financial Services | 02/16/16 | 71,534 | 4,406,494 | |||||||||
Oaktree Specialty Lending Corp. | Financials | 04/07/21 | 142,199 | 2,862,446 | |||||||||
Onex Corporation | Diversified Financial Services | 02/16/16 | 17,576 | 1,033,662 | |||||||||
Republic Services Inc. | Commercial & Professional Services | 08/28/17 | 35,956 | 5,124,449 | |||||||||
SBA Communications Corp. | Real Estate | 09/05/23 | 9,176 | 1,836,760 | |||||||||
Sempra Energy | Utilities | 06/28/23 | 28,100 | 1,911,643 | |||||||||
TC Energy Corp. | Utilities | 11/01/19 | 45,416 | 1,567,437 | |||||||||
The Williams Companies, Inc. | Utilities | 03/20/23 | 71,000 | 2,391,990 | |||||||||
TPG Specialty Lending, Inc. | Diversified Financial Services | 01/25/23 | 104,644 | 2,139,970 | |||||||||
Union Pacific Corp. | Transportation | 06/29/16 | 17,379 | 3,539,929 | |||||||||
Waste Management Inc. | Utilities | 07/02/20 | 20,897 | 3,186,166 | |||||||||
Total North America (0.61%) | 86,040,547 | ||||||||||||
Rest of World (0.00%) | |||||||||||||
monday.com Ltd. | Technology | 06/01/23 | 527 | 83,830 | |||||||||
Total Rest of World (0.00%) | 83,830 | ||||||||||||
Western Europe (0.46%) | |||||||||||||
3i Group Plc | Diversified Financial Services | 10/01/20 | 175,294 | 4,434,832 | |||||||||
Aena SA | Transportation | 12/21/18 | 41,641 | 6,267,723 | |||||||||
Apax Global Alpha Ltd. | Diversified Financial Services | 01/19/21 | 485,904 | 963,047 | |||||||||
BBGI SICAV S.A. | Diversified Financial Services | 03/21/19 | 2,930,094 | 4,748,872 | |||||||||
Cellnex Telecom SA | Communication | 05/15/19 | 196,350 | 6,852,339 | |||||||||
Elia System Operator SA/NV | Utilities | 11/03/22 | 18,839 | 1,847,533 | |||||||||
EQT AB | Diversified Financial Services | 04/06/20 | 69,107 | 1,380,613 | |||||||||
HBM Healthcare Investments AG | Diversified Financial Services | 04/07/20 | 5,024 | 965,689 |
1
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Consolidated Schedule of Investments –
September 30, 2023 (Unaudited) (continued)
Public Investments (continued) North America (continued) | Industry | Acquisition | Shares | Fair | |||||||||
HgCapital Trust PLC | Diversified Financial Services | 02/12/16 | 1,142,673 | $ | 5,424,783 | ||||||||
HICL Infrastructure Co Ltd. | Diversified Financial Services | 03/30/16 | 2,266,101 | 3,429,350 | |||||||||
ICG Graphite Enterprise Trust PLC | Diversified Financial Services | 02/12/16 | 119,861 | 1,740,747 | |||||||||
Intermediate Capital Group PLC | Diversified Financial Services | 12/12/16 | 98,453 | 1,661,736 | |||||||||
Investment AB Kinnevik | Diversified Financial Services | 04/06/20 | 287,319 | 2,893,811 | |||||||||
Investor AB | Diversified Financial Services | 08/28/17 | 164,963 | 3,186,317 | |||||||||
National Grid PLC | Utilities | 02/12/16 | 418,463 | 5,004,883 | |||||||||
NB Private Equity Partners Ltd. | Diversified Financial Services | 11/06/19 | 72,012 | 1,390,344 | |||||||||
Orsted AS | Utilities | 06/15/21 | 8,156 | 446,056 | |||||||||
Pantheon International Participations Plc | Diversified Financial Services | 11/04/19 | 413,440 | 1,473,351 | |||||||||
Terna Rete Elettrica Nazionale SpA | Utilities | 01/05/18 | 576,704 | 4,351,206 | |||||||||
Vinci SA | Transportation | 02/12/16 | 64,738 | 7,196,483 | |||||||||
Total Western Europe (0.46%) | 65,659,715 | ||||||||||||
Total Common Stocks (Cost $143,284,577)(1.07%) | $ | 151,784,092 |
Asset-Backed Securities (0.35%) | Interest | Acquisition | Maturity | Investment | Principal | Fair | ||||||||||||
North America (0.16%) | ||||||||||||||||||
CIFC Funding 2021-VI Ltd. ***, + | 6.51% + SFvv | 09/22/21 | 10/15/34 | Series 2021-6A, Class E | $ | 1,500,000 | $ | 1,455,441 | ||||||||||
CIFC Funding 2022-IV Ltd. ***, + | 7.00% + SFvv | 04/20/22 | 07/16/35 | Series 2022-4A, Class E | 1,250,000 | 1,243,859 | ||||||||||||
CIFC Funding Ltd. ***, + | 7.27% + SFvv | 04/05/22 | 04/21/35 | Series 2022-3A, Class E | 1,000,000 | 990,810 | ||||||||||||
Madison Park Funding LX Ltd. + | 5.50% + SFvv | 11/28/22 | 10/25/35 | Series 2022-60A, Class D | 1,000,000 | 1,040,320 | ||||||||||||
Madison Park Funding LX Ltd. + | 8.95% + SFvv | 11/28/22 | 10/25/35 | Series 2022-60A, Class E | 1,250,000 | 1,289,760 | ||||||||||||
Magnetite CLO Ltd. ***, + | 6.46% + SFvv | 10/01/21 | 10/25/34 | Series 2021-30A, Class E | 1,625,000 | 1,627,409 | ||||||||||||
Magnetite XXIV Ltd. ***, + | 6.40% + SFvv | 02/04/22 | 04/15/35 | Series 2019-24A, Class ER | 4,000,000 | 3,918,680 | ||||||||||||
Magnetite XXVI Ltd. ***, + | 6.21% + SFvv | 08/02/21 | 07/25/34 | Series 2020-26A, Class ER | 1,000,000 | 986,658 | ||||||||||||
Neuberger Berman CLO XXI Ltd. ***, + | 3.56% + SFvv | 04/02/21 | 04/20/34 | Series 2016-21A, Class DR2 | 500,000 | 504,010 | ||||||||||||
Neuberger Berman CLO XXI Ltd. ***, + | 6.72% + SFvv | 04/02/21 | 04/20/34 | Series 2016-21A, Class ER2 | 1,000,000 | 983,196 | ||||||||||||
Neuberger Berman Loan Advisers CLO 45 Ltd. ***, + | 6.51% + SFvv | 10/07/21 | 10/14/35 | Series 2021-45A, Class E | 1,000,000 | 974,076 | ||||||||||||
Ocean Trails CLO IX ***, + | 7.71% + SFvv | 09/22/21 | 10/15/34 | Series 2020-9A, Class ER | 2,647,264 | 2,550,299 | ||||||||||||
Ocean Trails CLO XII Ltd. ***, + | 8.11% + SFvv | 05/13/22 | 07/20/35 | Series 2022-12A, Class E | 1,000,000 | 997,513 | ||||||||||||
Southwick Park CLO LLC ***, + | 6.51% + SFvv | 11/16/21 | 07/20/32 | Series 2019-4A, Class ER | 800,000 | 759,698 | ||||||||||||
Symphony CLO XXV Ltd. ***, + | 6.76% + SFvv | 03/12/21 | 04/19/34 | Series 2021-25A, Class E | 752,616 | 720,127 | ||||||||||||
Symphony CLO XXXIII Ltd. ***, + | 7.10% + SFvv | 04/27/22 | 04/24/35 | Series 2022-33A, Class E | 1,250,000 | 1,248,656 | ||||||||||||
Tallman Park CLO Ltd. ***, + | 6.61% + SFvv | 04/09/21 | 04/20/34 | Series 2021-1A, Class E | 500,000 | 492,459 | ||||||||||||
Wellman Park CLO Ltd. ***, + | 6.51% + SFvv | 05/10/21 | 07/15/34 | Series 2021-1A, Class E | 1,000,000 | 995,834 | ||||||||||||
Total North America (0.16%) | 22,778,805 | |||||||||||||||||
Western Europe (0.19%) | ||||||||||||||||||
Aurium CLO V Designated Activity Co. ***, + | 6.16% + E## | 03/08/21 | 04/17/34 | Series 5A, Class ER | 1,500,000 | 1,508,309 | ||||||||||||
Aurium CLO VII DAC ***, + | 5.86% + E## | 02/04/22 | 05/15/34 | Series 7A, Class E | 1,521,243 | 1,467,930 | ||||||||||||
Avoca CLO XXVI DAC ***, + | 9.12% + E## | 02/23/22 | 04/15/35 | Series 26A, Class F | 1,200,000 | 1,199,801 | ||||||||||||
Avoca CLO XXVI DAC ***, + | 6.51% + E## | 02/23/22 | 04/15/35 | Series 26A, Class E | 750,000 | 749,807 | ||||||||||||
Blackrock European CLO VIII DAC ***, + | 3.30% + E## | 02/03/22 | 01/20/36 | Series 8A, Class DR | 1,000,000 | 978,425 | ||||||||||||
Blackrock European CLO VIII DAC ***, + | 6.26% + E## | 02/03/22 | 01/20/36 | Series 8A, Class ER | 2,500,000 | 2,388,599 | ||||||||||||
Boyce Park CLO Ltd. ***, + | 6.25% + SFvv | 01/28/22 | 04/21/35 | Series 2022-1A, Class E | 2,625,000 | 2,489,237 |
The accompanying notes are an integral part of these Consolidated Financial Statements.
2
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Consolidated Schedule of Investments –
September 30, 2023 (Unaudited) (continued)
Public Investments (continued) Western Europe (continued) | Interest | Acquisition | Maturity | Investment | Principal | Fair | ||||||||||||
Carlyle Euro CLO 2021-1 DAC ***, + | 6.12% + E## | 05/01/21 | 04/15/34 | Series 2021-1A, Class D | $ | 333,000 | $ | 321,302 | ||||||||||
Carlyle Global Market Strategies 2015-1 Ltd. ***, + | 0.00% | 01/20/22 | 01/16/33 | Series 2015-1A, Class SUB | 3,000,000 | 1,201,604 | ||||||||||||
Carlyle Global Market Strategies 2015-1 Ltd. ***, + | 5.50% + E## | 01/20/22 | 01/16/33 | Series 2015-1A, Class DR | 1,502,063 | 1,408,112 | ||||||||||||
Carysfort Park CLO ***, + | 6.14% + E## | 03/12/21 | 07/28/34 | Series 2021-1A, Class D | 500,000 | 501,717 | ||||||||||||
CVC Cordatus Loan Fund + | 7.73% + E## | 11/07/22 | 01/15/37 | Series 26A, Class D2 | 400,000 | 436,709 | ||||||||||||
CVC Cordatus Loan Fund + | 6.16% + E## | 11/07/22 | 01/15/37 | Series 26A, Class D1 | 1,100,000 | 1,200,987 | ||||||||||||
Edmondstown Park CLO DAC + | 6.77% + E## | 11/18/22 | 07/21/35 | Series 1A, Class E | 1,250,000 | 1,356,441 | ||||||||||||
Edmondstown Park CLO DAC + | 6.19% + E## | 11/18/22 | 07/21/35 | Series 1A, Class D | 1,100,000 | 1,171,242 | ||||||||||||
Octagon 58 Ltd. ***, + | 7.20% + SFvv | 04/21/22 | 07/15/37 | Series 2022-1A, Class E | 2,140,000 | 2,065,223 | ||||||||||||
Otranto Park CLO ***, + | 7.05% + E## | 03/04/22 | 05/15/35 | Series 1A, Class E | 1,172,000 | 1,201,694 | ||||||||||||
Otranto Park CLO ***, + | 4.15% + E## | 03/04/22 | 05/15/35 | Series 1A, Class D | 750,000 | 787,001 | ||||||||||||
Palmer Square European Loan Funding 2021-1 DAC ***, + | 5.95% + E## | 08/02/21 | 04/15/31 | Series 2021-1A, Class E | 714,000 | 711,094 | ||||||||||||
Palmer Square European Loan Funding 2021-2 DAC ***, + | 8.05% + E## | 10/15/21 | 07/15/31 | Series 2021-2A, Class F | 375,000 | 371,622 | ||||||||||||
Palmer Square European Loan Funding 2021-2 DAC ***, + | 5.90% + E## | 10/15/21 | 07/15/31 | Series 2021-2A, Class E | 625,000 | 606,658 | ||||||||||||
Palmer Square European Loan Funding 2022-1 DAC ***, + | 5.90% + E## | 02/03/22 | 10/15/31 | Series 2022-1A, Class E | 667,000 | 649,187 | ||||||||||||
Palmer Square European Loan Funding 2022-1 DAC ***, + | 8.05% + E## | 02/03/22 | 10/15/31 | Series 2022-1A, Class F | 500,000 | 492,540 | ||||||||||||
Palmer Square European Loan Funding 2022-1 DAC ***, + | 7.37% + E## | 03/17/22 | 10/15/31 | Series 2022-2A, Class E | 1,500,000 | 1,525,947 | ||||||||||||
Total Western Europe (0.19%) | 26,791,188 | |||||||||||||||||
Total Asset-Backed Securities (Cost $52,190,933)(0.35%) | $ | 49,569,993 |
Private Equity Investments (93.00%) Direct Equity (59.26%) | Investment Type | Acquisition | Shares | Fair | |||||||||
Asia - Pacific (3.96%) | |||||||||||||
AAVAS Financiers Limited +, a | Common equity | 03/28/18 | 3,891,752 | $ | 73,711,661 | ||||||||
Argan Mauritius Limited +, a | Common equity | 05/09/16 | 106,215 | 20,036,058 | |||||||||
KKR Pebble Co-Invest L.P. +, a, c | Limited partnership interest | 05/13/21 | — | 31,181,858 | |||||||||
Partners Terra Pte. Ltd. +, a, b, e | Common equity | 05/14/21 | 5,486,085 | 6,268,337 | |||||||||
PG Esmeralda Pte. Ltd. +, a, b | Common equity | 03/03/21 | 5,433,284 | 4,389,876 | |||||||||
PG Esmeralda Pte. Ltd. +, a, b | Preferred equity | 03/03/21 | 488,996 | 39,508,931 | |||||||||
PG Esmeralda Pte. Ltd. +, a, b | Preferred equity | 07/04/23 | 78,171 | 9,417,082 | |||||||||
PG Loa Pte. Ltd. +, a | Common equity | 04/25/22 | 118,793 | 1,289,894 | |||||||||
PG Loa Pte. Ltd. +, a | Preferred equity | 04/25/22 | 2,257,072 | 24,507,986 | |||||||||
Sunsure Energy Private Limited +, a, b, c | Member interest | 12/27/22 | — | 7,228,256 | |||||||||
Sunsure Energy Private Limited +, a, b | Common equity | 12/27/22 | 481,884 | 481,884 | |||||||||
Sunsure Energy Private Limited +, a, b | Preferred equity | 12/27/22 | 1,927,535 | 1,927,535 | |||||||||
TPG Upswing Co-Invest, L.P. +, a, c | Limited partnership interest | 01/10/19 | — | 26,534,704 | |||||||||
Zenith Longitude Limited +, a, b, e | Common equity | 08/13/21 | 26,838,037 | 315,321,065 | |||||||||
Total Asia - Pacific (3.96%) | 561,805,127 | ||||||||||||
North America (28.99%) | |||||||||||||
Alliant Insurance Services, Inc. +, a, c, e | Limited partnership interest | 12/01/21 | — | 31,519,202 | |||||||||
AP VIII Prime Security Services Holdings, L.P. +, a, c | Limited partnership interest | 05/02/16 | — | 7,767,743 | |||||||||
Astorg VII Co-Invest ERT +, a, c, e | Limited partnership interest | 01/31/20 | — | 56,828,512 |
The accompanying notes are an integral part of these Consolidated Financial Statements.
3
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Consolidated Schedule of Investments –
September 30, 2023 (Unaudited) (continued)
Private Equity Investments (continued) Direct Equity (continued) | Investment Type | Acquisition | Shares | Fair | |||||||||
North America (continued) | |||||||||||||
Astorg VII Co-Invest ERT +, a, c | Limited partnership interest | 04/28/21 | — | $ | 11,847,253 | ||||||||
BCPE Hercules Holdings, L.P. +, a, c, e | Limited partnership interest | 07/30/18 | — | 63,739,443 | |||||||||
BI Gen Holdings, Inc. +, a | Common equity | 01/01/21 | 14,561 | 318,942 | |||||||||
CapitalSpring Finance Company, LLC +, a, b | Common equity | 03/01/17 | 3,020,546 | 2,842,678 | |||||||||
CB Poly Holdings, LLC +, a | Preferred equity | 08/16/16 | 171,270 | 51,061,779 | |||||||||
CB Titan MidCo Holdings, Inc. +, a | Common equity | 01/01/21 | 56,634 | 1 | |||||||||
CBI Parent, L.P. +, a, b, e | Common equity | 01/06/21 | 1,145,918 | 29,023,581 | |||||||||
CBI Parent, L.P. +, a, b, c | Member interest | 10/17/22 | — | 6,030,899 | |||||||||
CD&R Mercury Co-Investor, L.P. +, a, c, e | Limited partnership interest | 10/14/20 | — | 261,928,407 | |||||||||
Checkers Topco, LLC +, a | Common equity | 06/16/23 | 9,517 | 68,739 | |||||||||
Confluent Health Holdings LP +, a, b | Common equity | 01/31/23 | — | 7,932,484 | |||||||||
Confluent Health, LLC +, a, b, e | Common equity | 06/24/19 | 30,478 | 66,873,908 | |||||||||
ConvergeOne Investment L.P. +, a | Common equity | 07/03/19 | 3,120 | — | |||||||||
Cowboy Topco, Inc. +, a | Common equity | 05/18/22 | 1,348,750 | 1,491,560 | |||||||||
Cure Holdings, LLC +, a | Common equity | 05/13/21 | 241,557 | 2,001,598 | |||||||||
Dermatology Holdings, L.P. +, a, b, c, e | Limited partnership interest | 04/01/22 | — | 137,001,093 | |||||||||
DIF VI Co-Invest Project 2C C.V. +, a, c, d | Limited partnership interest | 03/15/22 | — | 52,088,740 | |||||||||
ECP Parent, LLC +, a, b | Common equity | 11/15/21 | — | 6,272,482 | |||||||||
ECP Parent, LLC +, a, b, e | Common equity | 11/15/21 | 105,520,023 | 113,628,644 | |||||||||
EdgeCore Holdings, L.P. +, a, b, c, e | Limited partnership interest | 11/10/22 | — | 64,485,834 | |||||||||
Encore Holdings LP +, a, b, c, e | Limited partnership interest | 07/01/22 | — | 89,358,786 | |||||||||
EnfraGen LLC +, a, b, e | Common equity | 09/17/19 | 37,786 | 74,402,207 | |||||||||
EQT Infrastructure IV Co-Investment (B) SCSp +, a, c, e | Limited partnership interest | 03/09/20 | — | 122,741,955 | |||||||||
EQT IX Co-Investment (F) SCSp +, a, c | Limited partnership interest | 11/15/21 | — | 122,577,547 | |||||||||
EQT VIII Co-Investment (C) SCSp +, a, c, e | Limited partnership interest | 01/25/19 | — | 106,063,793 | |||||||||
EXW Coinvest L.P. +, a, c, e | Limited partnership interest | 06/17/16 | — | 22,010,645 | |||||||||
FRP Investors II, L.P. +, a, c | Limited partnership interest | 09/16/22 | — | 55,957,944 | |||||||||
Halo Parent Newco, LLC +, a | Preferred equity | 02/22/22 | 1,109 | 18,755,526 | |||||||||
Icebox Holdco I Inc. +, a, b, c | Member interest | 03/01/22 | — | 63,201,862 | |||||||||
Icebox Parent L.P. +, a, b, c, e | Limited partnership interest | 12/22/21 | — | 176,555,398 | |||||||||
Idera Parent L.P. +, a, b, c, e | Limited partnership interest | 03/02/21 | — | 283,929,424 | |||||||||
KDOR Merger Sub Inc. +, a | Common equity | 05/11/18 | 481 | 1 | |||||||||
KENE Holdings, L.P. +, a, c | Limited partnership interest | 08/08/19 | — | 440,908 | |||||||||
KKR Cavalry Co-Invest Blocker Parent L.P. +, a, c | Limited partnership interest | 03/24/22 | — | 52,436,276 | |||||||||
KKR Enterprise Co-Invest AIV A L.P. +, a, c | Limited partnership interest | 07/31/20 | — | 464,174 | |||||||||
KKR Enterprise Co-Invest L.P. +, a | Common equity | 10/09/18 | 9,684 | — | |||||||||
KPOCH Holdings, L.P. +, a, b, c, e | Limited partnership interest | 11/10/22 | — | 189,881,062 | |||||||||
KPSKY Holdings L.P. +, a, b, c | Limited partnership interest | 10/19/21 | — | 83,324,409 | |||||||||
KSLB Holdings, LLC +, a | Common equity | 07/30/18 | 252,000 | 1 | |||||||||
LTF Holdings, Inc. +, a | Common equity | 01/06/20 | — | 5,062,629 | |||||||||
LTF Holdings, Inc. +, a, e | Common equity | 01/06/20 | 3,464,630 | 47,669,043 | |||||||||
Matterhorn Topco, L.P. +, a, c | Limited partnership interest | 04/04/23 | — | 14,280,985 | |||||||||
MHS Acquisition Holdings, LLC +, a, b | Common equity | 03/10/17 | 356 | 612,051 | |||||||||
MHS Acquisition Holdings, LLC +, a, b | Preferred equity | 03/10/17 | 35,285 | 332,447 | |||||||||
MHS Blocker Purchaser L.P. +, a, b, c | Limited partnership interest | 03/10/17 | — | 73,027,886 | |||||||||
Milestone Investment Holdings, LLC +, a, e | Common equity | 09/23/21 | 22,293,150 | 33,308,429 | |||||||||
National Spine & Pain Centers, LLC +, a | Common equity | 04/01/23 | 43,791 | 1 | |||||||||
NC Ocala Co-Invest Alpha, L.P. +, a, c | Limited partnership interest | 11/24/21 | — | 80,439,791 | |||||||||
OHCP IV SF COI, L.P. +, a, b, c, e | Limited partnership interest | 01/31/18 | — | 62,143,926 | |||||||||
OMNIA Coinvest L.P. +, a, c, e | Limited partnership interest | 10/23/20 | — | 26,310,366 | |||||||||
Onex Fox, L.P. +, a, c, e | Limited partnership interest | 04/25/19 | — | 73,560,123 | |||||||||
Orion Opportunity L.P. +, a, c, e | Limited partnership interest | 09/01/21 | — | 47,286,243 | |||||||||
Patriot SPV, L.P. +, a, c, e | Limited partnership interest | 03/18/21 | — | 65,111,125 | |||||||||
PG BRPC Investment, LLC +, a, b | Common equity | 08/01/19 | 32,079 | 88,280,110 |
The accompanying notes are an integral part of these Consolidated Financial Statements.
4
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Consolidated Schedule of Investments –
September 30, 2023 (Unaudited) (continued)
Private Equity Investments (continued) Direct Equity (continued) | Investment Type | Acquisition | Shares | Fair | |||||||||
North America (continued) | |||||||||||||
PG Delta HoldCo, LLC +, a, b, e | Common equity | 06/24/21 | 38,855 | $ | 76,895,771 | ||||||||
Raptor Holding Parent, L.P. +, a | Common equity | 04/01/22 | 11,209 | 1,533,533 | |||||||||
Real Hero Topco, L.P. +, a, c | Limited partnership interest | 04/01/21 | — | 12,777,726 | |||||||||
Safari Co-Investment L.P. +, a, c | Limited partnership interest | 03/14/18 | — | 10,280,527 | |||||||||
SC Landco Parent, LLC +, a | Common equity | 11/28/16 | 2,672 | 485,556 | |||||||||
SC Landco Parent, LLC +, a | Preferred equity | 04/21/17 | — | 1 | |||||||||
Shermco Intermediate Holdings, Inc. +, a | Common equity | 06/05/18 | 11,525 | 2,647,888 | |||||||||
Shingle Coinvest L.P. +, a, c | Limited partnership interest | 05/29/18 | — | 193,618,017 | |||||||||
SIH RP HoldCo L.P. +, a, e | Common equity | 09/10/19 | 5,995,126 | 53,222,662 | |||||||||
SIH RP HoldCo L.P. +, a | Common equity | 09/10/19 | — | 10,111,110 | |||||||||
SLP West Holdings Co-Invest Feeder II, L.P. +, a, c | Limited partnership interest | 08/18/17 | — | 24,021,625 | |||||||||
SnackTime PG Holdings, Inc. +, a, b, e | Common equity | 05/23/18 | 12 | 1,618,632 | |||||||||
SnackTime PG Holdings, Inc. +, a, b, c, e | Member interest | 05/23/18 | — | 21,389,558 | |||||||||
Specialty Pharma Holdings LP +, a, b, c, e | Limited partnership interest | 04/01/21 | — | 147,734,338 | |||||||||
Starfish Intermediate, Inc. +, a | Preferred equity | 06/06/22 | 7,136,374 | 204,204,331 | |||||||||
Stonepeak Tiger (Co-Invest) Holdings (I-B) L.P. +, a, c | Limited partnership interest | 08/17/21 | — | 33,258,262 | |||||||||
SureWerx Topco, L.P. +, a, b, c | Limited partnership interest | 12/28/22 | — | 54,290,623 | |||||||||
T-VIII Mercury Co-Invest L.P. +, a, c | Limited partnership interest | 07/29/21 | — | 6,028,021 | |||||||||
Thermostat Purchaser, L.P. +, a, b, c | Limited partnership interest | 08/31/21 | — | 77,386,301 | |||||||||
TKC Topco LLC +, a | Common equity | 10/14/16 | 4,632,829 | — | |||||||||
VEEF II Co-Invest 2-A, L.P. +, a, c, e | Limited partnership interest | 03/15/22 | — | 4,731,658 | |||||||||
Velocity Holdings US LP +, a, c | Limited partnership interest | 08/31/22 | — | 26,067,136 | |||||||||
VEPF VII Co-Invest 2-A, L.P. +, a, c, e | Limited partnership interest | 04/06/21 | — | 24,477,461 | |||||||||
VEPF VII Co-Invest 2-A, L.P. +, a, c | Limited partnership interest | 04/06/21 | — | 60,509,811 | |||||||||
WHCG Purchaser, Inc. +, a, b, c | Member interest | 06/14/23 | — | 2,336,397 | |||||||||
WHCG Purchaser, L.P. +, a, b, c | Limited partnership interest | 06/22/21 | — | 12,567,943 | |||||||||
Woof Parent L.P. +, a | Common equity | 12/21/20 | 1,441 | 2,476,304 | |||||||||
Total North America (28.99%) | 4,118,951,787 | ||||||||||||
Rest of World (1.44%) | |||||||||||||
Carlyle Retail Turkey Partners, L.P. +, a, c, e | Limited partnership interest | 07/11/13 | — | 6,266,186 | |||||||||
Zabka Polska SA +, a | Preferred equity | 09/25/19 | 120,777,003 | 3,377,649 | |||||||||
Zabka Polska SA +, a, e | Common equity | 09/25/19 | 2,551,723 | 195,067,386 | |||||||||
Total Rest of World (1.44%) | 204,711,221 | ||||||||||||
South America (0.01%) | |||||||||||||
Centauro Co-Investment Fund, L.P. +, a, c, e | Limited partnership interest | 11/28/13 | — | 1,119,233 | |||||||||
Total South America (0.01%) | 1,119,233 | ||||||||||||
Western Europe (24.86%) | |||||||||||||
Ark EquityCo SAS +, a, c | Limited partnership interest | 02/21/22 | — | 15,170,271 | |||||||||
Aston Lux Acquisitions S.à.r.l. +, a, c, e | Limited partnership interest | 11/28/19 | — | 3,370,964 | |||||||||
Aston Lux Acquisitions S.à.r.l. +, a | Common equity | 01/11/21 | 218,625 | 229,676 | |||||||||
Astorg VIII Co-Invest Open Health +, a, c | Limited partnership interest | 08/04/22 | — | 23,919,977 | |||||||||
Astorg VIII Co-Invest Open Health +, a, c | Limited partnership interest | 07/14/23 | — | 401,239 | |||||||||
Bock Capital JVCo Nature S.à.r.l. +, a, b | Common equity | 07/01/21 | 12,590,000,000 | 168,958,304 | |||||||||
Camelia Investment 1 Limited +, a, b | Preferred equity | 10/12/17 | 6,768,617,529 | 145,930,034 | |||||||||
Camelia Investment 1 Limited +, a, b | Common equity | 10/12/17 | 86,516 | 58,919,253 | |||||||||
Capri Acquisitions Topco Limited +, a, e | Common equity | 11/01/17 | 8,345,985 | 56,001,547 | |||||||||
CD&R Market Co-Investor, L.P. +, a, c | Limited partnership interest | 11/10/21 | — | 73,178,926 | |||||||||
Ciddan S.à.r.l. +, a | Preferred equity | 09/15/17 | 23,249,522 | 27,331,684 | |||||||||
Ciddan S.à.r.l. +, a | Common equity | 09/15/17 | 12,263,240 | 84,600,869 | |||||||||
Climeworks AG +, a, e | Common equity | 04/25/22 | 63,085 | 638,988 | |||||||||
Climeworks AG +, a, e | Preferred equity | 04/25/22 | 7,823,400 | 79,242,937 |
The accompanying notes are an integral part of these Consolidated Financial Statements.
5
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Consolidated Schedule of Investments –
September 30, 2023 (Unaudited) (continued)
Private Equity Investments (continued) Direct Equity (continued) | Investment Type | Acquisition | Shares | Fair | |||||||||
Western Europe (continued) | |||||||||||||
EQT Future Co-Investment (C) SCSp +, a, c, e | Limited partnership interest | 02/15/23 | — | $ | 60,470,566 | ||||||||
EQT Jaguar Co-Investment SCSp +, a, b, c | Limited partnership interest | 11/30/18 | — | 11,272,458 | |||||||||
EQT Jaguar Co-Investment SCSp +, a, b, c, e | Limited partnership interest | 11/30/18 | — | 43,225,183 | |||||||||
EQT VIII Co-Investment (D) SCSp +, a, c, e | Limited partnership interest | 10/01/19 | — | 191,557,351 | |||||||||
EQT VIII Co-Investment (D) SCSp +, a, c | Limited partnership interest | 10/01/19 | — | 11,948,307 | |||||||||
Fides S.p.A +, a | Common equity | 12/15/16 | 78,505 | 285,400 | |||||||||
Global Blue Group Holding AG +, a | Common equity | 09/11/20 | 97,250 | 586,095 | |||||||||
Global Blue Holding L.P. +, a, c, e | Limited partnership interest | 07/31/12 | — | 10,671,102 | |||||||||
Green DC LuxCo S.à.r.l. +, a, b, c | Member interest | 01/20/22 | — | 23,235,776 | |||||||||
Green DC LuxCo S.à.r.l. +, a, b | Common equity | 01/20/22 | 19,595,288 | 77,390,554 | |||||||||
KKR Matterhorn Co-Invest L.P. +, a, c | Limited partnership interest | 11/02/12 | — | 529,666 | |||||||||
KKR Pegasus Co-Invest L.P. +, a, c | Limited partnership interest | 07/07/22 | — | 13,568,104 | |||||||||
KKR Sprint Co-Invest L.P. +, a, c | Limited partnership interest | 09/29/22 | — | 32,328,474 | |||||||||
KKR Traviata Co-invest L.P. +, a, c | Limited partnership interest | 12/18/19 | — | 136,564,331 | |||||||||
Luxembourg Investment Company 261 S.à.r.l. +, a | Common equity | 07/31/18 | 1,480 | 79,889,249 | |||||||||
Luxembourg Investment Company 261 S.à.r.l. +, a, c | Member interest | 07/31/18 | — | 59,787,825 | |||||||||
Luxembourg Investment Company 285 S.à.r.l. +, a, b | Preferred equity | 08/22/19 | 7,865,820 | 24,235,646 | |||||||||
Luxembourg Investment Company 285 S.à.r.l. +, a, b, c | Member interest | 08/22/19 | — | 20,769,503 | |||||||||
Luxembourg Investment Company 285 S.à.r.l. +, a, b, e | Common equity | 08/22/19 | 6,999,953 | 54,806 | |||||||||
Luxembourg Investment Company 293 S.à.r.l. +, a, b, e | Common equity | 06/26/19 | 9,789,622 | 35,689,478 | |||||||||
Luxembourg Investment Company 293 S.à.r.l. +, a, b, c, e | Member interest | 06/26/19 | — | 11,060,320 | |||||||||
Luxembourg Investment Company 314 S.à.r.l. +, a, b, e | Common equity | 08/22/19 | 192,000 | 1 | |||||||||
Luxembourg Investment Company 404 S.à.r.l. +, a, b, e | Common equity | 02/14/23 | 145,800 | 4,252,900 | |||||||||
Luxembourg Investment Company 404 S.à.r.l. +, a, b | Preferred equity | 02/14/23 | — | 13,624,303 | |||||||||
Luxembourg Investment Company 414 S.à.r.l. +, a, b, c | Member interest | 07/02/21 | — | 39,234,010 | |||||||||
Luxembourg Investment Company 414 S.à.r.l. +, a, b | Common equity | 07/02/21 | 12,316,087 | 53,372,122 | |||||||||
Luxembourg Investment Company 430 S.à.r.l. +, a, b | Common equity | 05/10/21 | 52,594,635 | 59,565,174 | |||||||||
Luxembourg Investment Company 430 S.à.r.l. +, a, b, c | Member interest | 05/10/21 | — | 15,252,100 | |||||||||
Magnesium Co-Invest SCSp +, a, c | Limited partnership interest | 05/19/22 | — | 92,655,736 | |||||||||
Mauritius (Luxemburg) Investments S.à.r.l. +, a | Common equity | 10/19/21 | 11,698 | 1 | |||||||||
May Co-Investment S.C.A. +, a, b, e | Common equity | 11/09/20 | 1,059,375 | 84,839,393 | |||||||||
Nerve Co-Invest SCSp +, a, c | Limited partnership interest | 01/27/21 | — | 51,117,226 | |||||||||
Nerve Co-Invest SCSp +, a, c | Limited partnership interest | 01/31/23 | — | 6,928,226 | |||||||||
Oakley Capital V Co-Investment (A) SCSp +, a, c | Limited partnership interest | 12/12/22 | — | 44,566,221 | |||||||||
Orbiter Investments S.à.r.l. +, a, b, e | Common equity | 12/17/21 | 5,379,543 | 179,991,040 | |||||||||
Orbiter Investments S.à.r.l. +, a, b | Common equity | 12/17/21 | 2,708,100 | 90,608,783 | |||||||||
OT Luxco 3 & Cy S.C.A. +, a | Warrants | 12/01/17 | 844,553 | 1,181,857 | |||||||||
Partners Group Satellite HoldCo S.à.r.l. +, a, b | Common equity | 03/22/23 | 7,017,978 | 1,837,012 | |||||||||
Partners Group Satellite HoldCo S.à.r.l. +, a, b | Preferred equity | 03/22/23 | 7,975,901 | 50,722,517 | |||||||||
Partners Group Satellite Warehouse S.C.S. +, a, b, c, e | Member interest | 03/22/23 | — | 1,261,006 | |||||||||
PG Investment Company 1 S.à.r.l. +, a, b, c | Member interest | 10/28/21 | — | 89,164,946 | |||||||||
PG Investment Company 1 S.à.r.l. +, a, b | Common equity | 10/28/21 | 12,822,040 | 7,626,807 | |||||||||
PG Investment Company 18 S.à.r.l. +, a, b | Preferred equity | 07/07/22 | 113,856,528 | 138,306,811 | |||||||||
PG Investment Company 18 S.à.r.l. +, a, b | Common equity | 07/07/22 | 12,650,106 | 18,787,017 | |||||||||
PG Investment Company 24 S.à.r.l. +, a, b | Common equity | 07/13/22 | 891,924 | 23,238,506 | |||||||||
PG Investment Company 24 S.à.r.l. +, a, b | Preferred equity | 07/13/22 | 101,367,616 | 120,279,594 | |||||||||
PG Lion Management Warehouse S.C.S +, a, b, c | Limited partnership interest | 08/22/19 | — | 407,959 | |||||||||
PG TLP S.à.r.l. +, a, b, c | Member interest | 04/14/21 | — | 32,179,955 | |||||||||
PG TLP S.à.r.l. +, a, b | Common equity | 04/14/21 | 6,473,126 | 79,300,116 | |||||||||
PG Wave Limited +, a, b | Common equity | 02/03/22 | 53,215,581 | 79,574,583 | |||||||||
Pharmathen GP S.à.r.l. +, a, b | Common equity | 01/20/22 | 110,300 | 1 | |||||||||
Pharmathen Topco S.à.r.l. +, a, b | Preferred equity | 01/20/22 | 98,858,068 | 122,946,899 | |||||||||
Pharmathen Topco S.à.r.l. +, a, b | Common equity | 01/20/22 | 79,910 | 12,289,618 | |||||||||
Polyusus Lux XVI S.à.r.l. +, a, b, c | Member interest | 10/01/22 | — | 1,466,560 |
The accompanying notes are an integral part of these Consolidated Financial Statements.
6
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Consolidated Schedule of Investments –
September 30, 2023 (Unaudited) (continued)
Private Equity Investments (continued) Direct Equity (continued) | Investment Type | Acquisition | Shares | Fair | |||||||||
Western Europe (continued) | |||||||||||||
Polyusus Lux XVI S.à.r.l. +, a, b, e | Common equity | 05/23/18 | 44,442,345 | $ | — | ||||||||
Polyusus Lux XVI S.à.r.l. +, a, b, e | Preferred equity | 05/23/18 | 244,659,996 | 1,203,541 | |||||||||
Polyusus Lux XXIII S.à.r.l. +, a | Preferred equity | 04/11/22 | 1,155,552 | 78,247 | |||||||||
Polyusus Lux XXIII S.à.r.l. +, a | Preferred equity | 08/19/21 | 13,114,964 | 648,683 | |||||||||
Polyusus Lux XXIII S.à.r.l. +, a | Common equity | 08/19/21 | 447,324 | 2 | |||||||||
Polyusus Lux XXIII S.à.r.l. +, a, e | Common equity | 08/19/21 | 3,936,244 | 1 | |||||||||
Polyusus Lux XXIII S.à.r.l. +, a, e | Preferred equity | 08/19/21 | — | 180,828 | |||||||||
Refresco 2 Co-Invest SCSp +, a, c, e | Limited partnership interest | 07/12/22 | — | 38,774,436 | |||||||||
Rivage Luxco S.à.r.l. +, a | Common equity | 06/28/23 | 900,000 | 59,816,540 | |||||||||
Root JVCo S.à.r.l. +, a, b | Preferred equity | 09/29/20 | 8,686,753 | 49,699,196 | |||||||||
Root JVCo S.à.r.l. +, a, b | Common equity | 09/29/20 | 2,362,997 | 5,876,298 | |||||||||
Root JVCo S.à.r.l. +, a, b, c | Member interest | 09/29/20 | — | 38,612,020 | |||||||||
S.TOUS, S.L +, a | Common equity | 10/06/15 | 622 | 19,094,479 | |||||||||
Strider Investment 2 +, a, b, e | Preferred equity | 04/01/23 | 278,539 | 1,077,462 | |||||||||
Strider Investment 3 +, a, b, e | Preferred equity | 04/01/23 | 24,476 | 25,908 | |||||||||
Strider Topco S.a.s. +, a, b, c, e | Member interest | 04/01/23 | — | 3,458,094 | |||||||||
Strider Topco S.a.s. +, a, b, e | Common equity | 04/01/23 | 8,103,589 | 31,407,559 | |||||||||
Strider Topco S.a.s. +, a, b, e | Preferred equity | 04/01/23 | 52,066,591 | 58,229,675 | |||||||||
Surfaces SLP (SCSp) +, a, b, c, e | Limited partnership interest | 10/01/20 | — | 34,004,130 | |||||||||
Vanquish Bidco +, a, c | Member interest | 05/25/23 | — | 3,458,137 | |||||||||
Vanquish Topco +, a | Common equity | 05/25/23 | 379,731 | 954,635 | |||||||||
Vanquish Topco +, a | Preferred equity | 05/25/23 | 34,851,987 | 43,965,401 | |||||||||
Veonet Co-Invest SCSp (Lux) +, a, c | Limited partnership interest | 03/09/22 | — | 41,164,193 | |||||||||
Total Western Europe (24.86%) | 3,531,323,328 | ||||||||||||
Total Direct Equity (59.26%) | $ | 8,417,910,696 |
Direct Debt (7.59%) | Interest | Acquisition | Maturity | Investment | Principal | Fair | ||||||||||||
Asia - Pacific (0.38%) | ||||||||||||||||||
BYJU’s Alpha, Inc. +, a | Cash 8.00% + P (0.75% Floor) | 01/19/22 | 11/24/26 | Senior | $ | 2,483,499 | $ | 917,342 | ||||||||||
FFML Holdco Limited +, a | Cash 6.25% + BBSY (0.75% Floor)†† | 11/30/22 | 11/30/28 | Senior | 12,373,591 | 11,928,003 | ||||||||||||
Fugue Finance B.V. +, a | Cash 3.25% + E## | 08/24/20 | 08/30/24 | Senior | 1,299,487 | 1,168,088 | ||||||||||||
Fugue Finance B.V. +, a | Cash 4.50% + SF (0.50% Floor)vv | 03/10/23 | 01/31/28 | Senior | 1,492,500 | 1,497,164 | ||||||||||||
Genesis Care Finance Pty Ltd. +, a, e | Cash 5.00% + SF (1.00% Floor)vv | 07/28/20 | 05/14/27 | Senior | — | 1 | ||||||||||||
Global Academic Group Limited +, a | Cash 6.00% + BBSY (0.50% Floor)†† | 07/26/22 | 07/26/27 | Senior | 12,728,400 | 12,212,551 | ||||||||||||
Global Academic Group Limited +, a | Cash 6.00% + BBSY (0.50% Floor)†† | 08/31/23 | 07/26/27 | Senior | 104,399 | 103,564 | ||||||||||||
Global Academic Group Limited +, a | Cash 6.00% + BBSY (0.50% Floor)†† | 07/29/22 | 07/29/27 | Senior | 4,651,970 | 4,285,506 | ||||||||||||
Greencross Limited +, a | Cash 5.75% + SF (0.75% Floor)vv | 03/22/22 | 03/23/28 | Senior | 10,261,238 | 10,210,077 | ||||||||||||
ICON Cancer Care +, a, e | Cash 7.25% + BBSY (0.50% Floor)† | 04/12/22 | 03/29/30 | Second Lien | 10,284,819 | 8,761,840 | ||||||||||||
Snacking Investments BidCo Pty Limited +, a | Cash 4.00% + SF (1.00% Floor)v | 01/15/20 | 12/18/26 | Senior | 1,254,500 | 1,255,090 | ||||||||||||
Voyage Australia Pty Ltd +, a | Cash 3.50% + SF (0.50% Floor)vv | 07/23/21 | 06/18/28 | Senior | 1,666,000 | 1,656,112 | ||||||||||||
Total Asia - Pacific (0.38%) | 53,995,338 | |||||||||||||||||
North America (5.01%) | ||||||||||||||||||
Acrisure LLC +, a | Cash 3.75% + SF (0.50% Floor)v | 08/18/21 | 02/13/27 | Senior | 2,156,000 | 2,130,850 |
The accompanying notes are an integral part of these Consolidated Financial Statements.
7
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Consolidated Schedule of Investments –
September 30, 2023 (Unaudited) (continued)
Private Equity Investments (continued) Direct Debt (continued) | Interest | Acquisition | Maturity | Investment | Principal | Fair | ||||||||||||
North America (continued) | ||||||||||||||||||
Acrisure LLC +, a | Cash 4.25% + SF (0.50% Floor)v | 12/08/21 | 02/15/27 | Senior | $ | 982,500 | $ | 982,195 | ||||||||||
Acrisure LLC +, a | Cash 3.50% + SFv | 03/27/20 | 02/15/27 | Senior | 1,839,334 | 1,816,627 | ||||||||||||
ADMI Corp. +, a | Cash 3.75% + SF (0.50% Floor)vv | 07/14/21 | 12/23/27 | Senior | 1,372,000 | 1,283,307 | ||||||||||||
Aimbridge Acquisition Co., Inc. +, a | Cash 3.75% + SFv | 04/26/23 | 02/02/26 | Senior | 2,984,456 | 2,874,419 | ||||||||||||
Air Medical Group Holdings, Inc. +, a | Cash 4.75% + SF (1.00% Floor)vv | 02/25/21 | 10/02/25 | Senior | 972,500 | 683,181 | ||||||||||||
AIT Buyer, LLC +, a, e | Cash 7.50% + SF (0.75% Floor)v | 04/06/21 | 03/30/29 | Second Lien | 6,860,000 | 6,859,090 | ||||||||||||
Alliant Holdings Intermediate, LLC +, a | Cash 3.50% + SF (0.50% Floor)v | 12/08/21 | 11/05/27 | Senior | 1,568,000 | 1,566,612 | ||||||||||||
Amneal Pharmaceuticals, Inc. +, a, e | Cash 3.50% + SFv | 06/03/22 | 05/04/25 | Senior | 8,409,542 | 8,251,905 | ||||||||||||
Apex Group Treasury Limited +, a | Cash 3.75% + SF (0.50% Floor)vv | 08/27/21 | 07/27/28 | Senior | 2,060,962 | 2,045,938 | ||||||||||||
Apex Tool Group +, a | Cash 5.25% + SF (0.50% Floor)v | 02/22/22 | 02/08/29 | Senior | 987,500 | 904,530 | ||||||||||||
Applovin Corporation +, a | Cash 3.35% + SFvv | 03/24/21 | 08/15/25 | Senior | 972,054 | 972,817 | ||||||||||||
Applovin Corporation +, a | Cash 3.10% + SF (0.50% Floor)v | 12/08/21 | 10/25/28 | Senior | 1,379,000 | 1,379,738 | ||||||||||||
AQA Acquisition Holding, Inc. +, a, e | Cash 4.25% + SF (0.50% Floor)vv | 03/18/21 | 03/03/28 | Senior | 1,075,250 | 1,071,621 | ||||||||||||
AqGen Island Holdings, Inc. +, a, e | Cash 6.50% + SF (0.50% Floor)vv | 08/19/21 | 08/02/29 | Second Lien | 7,049,750 | 6,732,546 | ||||||||||||
athenahealth Group, Inc. +, a, e | Cash 3.50% + SF (0.50% Floor)vv | 02/23/22 | 02/15/29 | Senior | 4,558,263 | 4,485,627 | ||||||||||||
athenahealth Group, Inc. +, a | Cash 3.50% + SF (0.50% Floor)vv | 01/27/22 | 02/15/29 | Senior | 119,080 | 117,183 | ||||||||||||
Banff Guarantor, Inc. +, a | Cash 5.50% + SF (0.50% Floor)v | 01/31/22 | 02/27/26 | Second Lien | 1,700,000 | 1,698,487 | ||||||||||||
Banff Merger Sub Inc. +, a, e | Cash 3.75% + SFvv | 01/31/22 | 10/02/25 | Senior | 2,783,762 | 2,784,137 | ||||||||||||
Barracuda Networks, Inc. +, a | Cash 7.00% + SF (0.50% Floor)vv | 05/17/22 | 08/15/30 | Second Lien | 4,000,000 | 3,595,000 | ||||||||||||
Bausch & Lomb Inc. +, a, e | Cash 3.25% + SF (0.50% Floor)vvvv | 05/18/22 | 05/10/27 | Senior | 3,258,750 | 3,173,664 | ||||||||||||
Bausch + Lomb Corp. +, a, f | Cash 4.00% + SFvv | 09/14/23 | 09/29/28 | Senior | 2,000,000 | 1,977,500 | ||||||||||||
BCPE Empire Holdings, Inc. +, a | Cash 4.75% + SF (0.50% Floor)v | 06/07/23 | 12/11/28 | Senior | 2,284,275 | 2,286,708 | ||||||||||||
Bella Holding Company, LLC +, a | Cash 3.75% + SF (0.75% Floor)v | 05/13/21 | 04/01/28 | Senior | 3,528,000 | 3,512,830 | ||||||||||||
BI Gen Holdings, Inc. +, a | Cash 4.25% + SFvv | 10/04/18 | 09/05/25 | Senior | 5,540,815 | 5,547,048 | ||||||||||||
BlueConic Holding, Inc. +, a | Cash 6.50% + SF (0.75% Floor)vv | 01/27/22 | 01/27/28 | Senior | 18,912,000 | 18,572,679 | ||||||||||||
BlueConic Holding, Inc. +, a | Cash 6.50% + SF (0.75% Floor)vv | 06/13/23 | 01/27/28 | Senior | 7,092,000 | 6,964,754 | ||||||||||||
Brown Group Holding, LLC +, a, e | Cash 3.75% + SF (0.50% Floor)vv | 06/09/22 | 07/02/29 | Senior | 1,686,482 | 1,687,536 | ||||||||||||
Burger Bossco Intermediate, Inc. +, a | Cash 4.25% + SF (1.00% Floor)vv | 01/01/21 | 04/25/24 | Senior | 56,095 | 55,631 | ||||||||||||
Campaign Monitor (UK) Limited +, a | Cash 8.90% + SF (1.00% Floor)vv | 01/01/21 | 11/06/25 | Second Lien | 183,333 | 182,161 | ||||||||||||
Campaign Monitor (UK) Limited +, a | Cash 8.90% + SF (1.00% Floor)vv | 01/01/21 | 11/06/25 | Second Lien | 1,466,667 | 1,457,292 | ||||||||||||
CapitalSpring Finance Company, LLC +, a, b, e | Cash 8.00% | 03/01/17 | 02/10/25 | Mezzanine | 4,863,488 | 4,474,584 | ||||||||||||
CapitalSpring Finance Company, LLC +, a, b | PIK 5.00% | 03/01/17 | 02/10/25 | Mezzanine | 3,792,575 | 3,177,485 | ||||||||||||
Carestream Dental Equipment, Inc. +, a | Cash 4.50% + SF (0.50% Floor)vv | 11/26/21 | 09/01/24 | Senior | 1,376,009 | 1,214,672 | ||||||||||||
Carestream Dental Equipment, Inc. +, a | Cash 8.00% + SF (1.00% Floor)vv | 11/26/21 | 09/01/25 | Second Lien | 3,000,000 | 2,315,203 | ||||||||||||
Central Parent, Inc. +, a | Cash 4.50% + SF (0.50% Floor)vv | 07/12/22 | 07/06/29 | Senior | 992,500 | 993,914 | ||||||||||||
Charlotte Buyer Inc +, a | Cash 5.25% + SF (0.50% Floor)v | 08/16/22 | 02/11/28 | Senior | 992,500 | 983,637 | ||||||||||||
Charter NEX US, Inc. +, a | Cash 3.75% + SF (0.75% Floor)v | 05/31/19 | 12/01/27 | Senior | 1,427,216 | 1,416,212 | ||||||||||||
Checkers Drive-in Restaurants, Inc. +, a | Cash 7.00% + SF | 06/16/23 | 06/16/27 | Senior | 7,106 | 7,117 | ||||||||||||
Cheniere Energy Partners +, a, e | Cash 3.75% + SF (0.50% Floor)vvvv | 06/09/21 | 06/04/28 | Senior | 3,225,750 | 3,231,637 |
The accompanying notes are an integral part of these Consolidated Financial Statements.
8
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Consolidated Schedule of Investments –
September 30, 2023 (Unaudited) (continued)
Private Equity Investments (continued) Direct Debt (continued) | Interest | Acquisition | Maturity | Investment | Principal | Fair | ||||||||||||
North America (continued) | ||||||||||||||||||
Clydesdale Acquisition Holdings, Inc. +, a | Cash 4.175% + SF (0.50% Floor)vv | 04/19/22 | 04/13/29 | Senior | $ | 1,283,750 | $ | 1,268,563 | ||||||||||
CommScope, Inc. +, a, e | Cash 3.25% + SFv | 04/26/19 | 04/06/26 | Senior | 3,481,865 | 3,184,462 | ||||||||||||
ConnectWise, LLC +, a | Cash 3.50% + SF (0.76% Floor)v | 10/06/21 | 09/29/28 | Senior | 1,670,250 | 1,647,284 | ||||||||||||
Conservice Midco, LLC +, a | Cash 4.25% + SFvv | 05/18/20 | 05/13/27 | Senior | 1,649,000 | 1,652,611 | ||||||||||||
ConvergeOne Holdings, Inc. +, a | Cash 5.00% +SFvvv | 03/27/19 | 01/04/26 | Senior | 2,865,000 | 1,773,106 | ||||||||||||
ConvergeOne Holdings, Inc. +, a | Cash 8.50% +SFvv | 04/15/19 | 01/04/27 | Second Lien | 31,200,000 | 8,580,000 | ||||||||||||
Convergint Tech LLC +, a | Cash 6.75% + SF (0.76% Floor)v | 04/12/21 | 03/30/29 | Second Lien | 1,400,000 | 1,244,250 | ||||||||||||
Cornerstone OnDemand, Inc. +, a | Cash 3.75% + SF (0.50% Floor)v | 10/22/21 | 10/16/28 | Senior | 1,182,000 | 1,126,594 | ||||||||||||
Cornerstone OnDemand, Inc. +, a | Cash 6.00% + SF (1.00% Floor)vv | 09/07/23 | 10/16/28 | Senior | 3,000,000 | 2,910,000 | ||||||||||||
Critical Start +, a | Cash 2.625% + SF (0.75% Floor)vv + PIK 3.125% | 05/18/22 | 05/18/28 | Senior | 8,345,011 | 8,386,803 | ||||||||||||
Critical Start, Inc. +, a, e | Cash 6.25% + SF (0.75% Floor)vv | 05/18/22 | 05/18/28 | Senior | 1,348,750 | (27,915 | ) | |||||||||||
Critical Start, Inc. +, a | Cash 6.25% + SF (0.75% Floor)vv | 03/27/23 | 05/17/28 | Senior | 4,549,821 | 4,530,769 | ||||||||||||
Crown Subsea Communications Holding, Inc. +, a | Cash 4.75% + SF (0.75% Floor)v | 05/05/21 | 04/27/27 | Senior | 4,487,671 | 4,508,247 | ||||||||||||
CSC Holdings, LLC +, a, e | Cash 2.50% + SFv | 08/11/21 | 04/15/27 | Senior | 3,428,934 | 3,116,044 | ||||||||||||
CSC Holdings, LLC +, a, e | Cash 4.50% + SFv | 12/07/18 | 01/15/26 | Senior | 2,877,880 | 2,790,105 | ||||||||||||
DCert Buyer, Inc. +, a | Cash 4.00% + SFv | 10/24/19 | 10/16/26 | Senior | 1,933,646 | 1,924,645 | ||||||||||||
Deerfield Dakota Holding, LLC +, a | Cash 3.75% + SF (1.00% Floor)vv | 06/01/20 | 04/09/27 | Senior | 967,500 | 947,671 | ||||||||||||
Delta Topco, Inc. +, a, e | Cash 3.75% + SF (0.75% Floor)vv | 01/06/21 | 12/01/27 | Senior | 2,052,750 | 2,036,256 | ||||||||||||
Dentive Capital, LLC +, a | Cash 7.00% + SF (0.75% Floor)vv | 12/23/22 | 12/22/28 | Senior | 11,314,768 | 11,169,770 | ||||||||||||
Dentive Capital, LLC +, a, e | Cash 7.00% + SF (0.75% Floor)vv | 12/23/22 | 12/22/28 | Senior | — | (38,745 | ) | |||||||||||
DexKo Global Inc. +, a | Cash 3.75% + SF (0.50% Floor)vv | 10/07/21 | 09/22/28 | Senior | 253,016 | 247,482 | ||||||||||||
Dexko Global, Inc. +, a | Cash 3.75% + SF (0.50% Floor)vv | 10/07/21 | 10/04/28 | Senior | 1,322,984 | 1,294,043 | ||||||||||||
DG Investment Intermediate Holdings 2, Inc. +, a | Cash 4.75% + SF (0.75% Floor)vv | 11/15/22 | 03/31/28 | Senior | 2,286,725 | 2,272,433 | ||||||||||||
DG Investment Intermediate Holdings 2, Inc. +, a, e | Cash 3.75% + SF (0.76% Floor)v | 04/23/21 | 03/31/28 | Senior | 1,270,792 | 1,251,336 | ||||||||||||
Diamond Parent Midco Inc. +, a | Cash 6.25% + SF (1.00% Floor)vv | 09/01/22 | 08/04/25 | Senior | 29,064,529 | 28,846,545 | ||||||||||||
Dwyer Instruments, LLC +, a, e | Cash 6.00% + SF (0.75% Floor)vv | 07/01/22 | 07/21/27 | Senior | 10,907,946 | 351,548 | ||||||||||||
EAB Global, Inc. +, a | Cash 4.00% + SF (0.75% Floor)v | 08/25/21 | 11/19/26 | Senior | 2,200,000 | 2,149,342 | ||||||||||||
ECI Macola/Max Holding, LLC +, a | Cash 3.75% + SF (0.75% Floor)vv | 09/13/21 | 11/09/27 | Senior | 1,661,558 | 1,660,519 | ||||||||||||
Element Materials Technology +, a | Cash 4.25% + SF (0.50% Floor)vv | 08/17/22 | 06/22/29 | Senior | 313,421 | 310,549 | ||||||||||||
Element Materials Technology +, a | Cash 4.25% + SFvv | 08/17/22 | 06/22/29 | Senior | 679,079 | 672,855 | ||||||||||||
Emrld Borrower L.P. +, a, e | Cash 3.00% + SFvv | 05/04/23 | 05/31/30 | Senior | 834,862 | 834,867 | ||||||||||||
Endurance International Group Holdings, Inc. +, a, e | Cash 3.50% + SF (0.75% Floor)vv | 04/28/21 | 02/10/28 | Senior | 3,812,250 | 3,713,780 | ||||||||||||
Engineered Machinery Holdings, Inc. +, a | Cash 3.50% + SF (0.75% Floor)vv | 08/16/21 | 05/21/28 | Senior | 1,572,000 | 1,566,105 | ||||||||||||
Envision Healthcare Corp. +, a, e | Cash 4.50% + SF (1.00% Floor)vv + PIK 7.00% | 04/29/22 | 04/29/28 | Second Lien | 39,928,997 | 27,284,881 | ||||||||||||
Envision Healthcare Holdings, Inc. +, a | Cash 11.65% + SF (1.00% Floor)vv + PIK 7.00% | 04/29/22 | 04/28/28 | Second Lien | 3,740,562 | 2,556,057 | ||||||||||||
Epiq Systems +, a, e | Cash 4.75% + SF (0.75% Floor)v | 06/02/22 | 04/26/29 | Senior | 3,960,000 | 3,864,881 | ||||||||||||
Evergreen Services Group, LLC +, a | Cash 6.25% + SF (0.75% Floor)vv | 06/15/22 | 06/15/29 | Senior | 11,617,747 | 11,630,384 | ||||||||||||
Explorer Holdings, Inc. +, a | Cash 8.00% + SF (0.50% Floor)v | 02/04/20 | 02/04/28 | Second Lien | 19,491,899 | 18,322,384 | ||||||||||||
Filtration Group Corporation +, a | Cash 3.50% + SF (0.50% Floor)v | 11/01/21 | 10/21/28 | Senior | 2,058,000 | 2,051,085 | ||||||||||||
First Student Bidco Inc. +, a, e | Cash 3.00% + SF (0.98% Floor)vv | 08/11/21 | 08/21/28 | Senior | 1,087,779 | 1,063,304 | ||||||||||||
First Student Bidco, Inc. +, a, e | Cash 4.00% + SF (0.50% Floor)vv | 08/05/22 | 07/21/28 | Senior | 995,278 | 981,797 | ||||||||||||
Flynn Restaurant Group LP +, a, f | Cash 4.25% + SF (0.50% Floor)v | 12/10/21 | 11/22/28 | Senior | 2,265,588 | 3,352,999 | ||||||||||||
Fugue Finance, LLC +, a, f | Cash 4.00% + SF (0.50% Floor)vv | 09/21/23 | 01/31/28 | Senior | 2,000,000 | 2,006,260 | ||||||||||||
Galls, LLC +, a | Cash 6.25% + SF (1.00% Floor)vv | 12/22/20 | 01/31/25 | Senior | 513,375 | 502,519 |
The accompanying notes are an integral part of these Consolidated Financial Statements.
9
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Consolidated Schedule of Investments –
September 30, 2023 (Unaudited) (continued)
Private Equity Investments (continued) Direct Debt (continued) | Interest | Acquisition | Maturity | Investment | Principal | Fair | ||||||||||||
North America (continued) | ||||||||||||||||||
GHX Ultimate Parent Corporation +, a | Cash 4.75% + SF (1.00% Floor)vv | 01/01/21 | 06/22/24 | Senior | $ | 1,901,058 | $ | 1,902,255 | ||||||||||
GHX Ultimate Parent Corporation +, a | Cash 4.75% + SF (0.50% Floor)v | 05/09/23 | 06/30/27 | Senior | 954,041 | 955,234 | ||||||||||||
Great American Outdoors Group, LLC +, a | Cash 3.75% + SF (0.75% Floor)vv | 05/14/21 | 03/06/28 | Senior | 1,750,770 | 1,749,369 | ||||||||||||
GTCR W Merger Sub, LLC +, a, f | Cash 3.00% + SF (0.50% Floor)vv | 09/20/23 | 09/20/30 | Senior | 1,800,000 | 1,800,667 | ||||||||||||
Heartland Dental Holdings, Inc. +, a | Cash 5.00% + SF (075% Floor)vv | 05/15/18 | 04/30/25 | Senior | 5,811,426 | 5,822,931 | ||||||||||||
Heartland Home Services, Inc. +, a | Cash 6.75% + SF (1.00% Floor)v | 11/08/22 | 12/15/26 | Senior | 11,970,000 | 11,921,295 | ||||||||||||
Help/Systems Holdings, Inc. +, a | Cash 6.75% + SF (0.75% Floor)vv | 11/05/21 | 11/19/27 | Second Lien | 3,600,000 | 3,127,500 | ||||||||||||
Help/Systems Holdings, Inc. +, a | Cash 4.00% + SF (1.00% Floor)vv | 05/25/21 | 11/19/26 | Senior | 4,093,939 | 3,934,276 | ||||||||||||
Hornblower Sub, LLC +, a | Cash 4.50% + SFvv | 05/01/19 | 04/27/25 | Senior | 931,371 | 391,176 | ||||||||||||
Hub International Ltd. +, a, e | Cash 4.25% + SF (0.75% Floor)vv | 06/08/23 | 06/20/30 | Senior | 1,100,000 | 1,104,125 | ||||||||||||
Husky Injection Molding Systems Ltd. +, a, e | Cash 3.00% + SF (1.00% Floor)vv | 05/22/19 | 03/28/25 | Senior | 4,923,047 | 4,889,841 | ||||||||||||
Idera, Inc. +, a, b | Cash 3.75% + SF (0.75% Floor)vv | 12/17/18 | 06/27/24 | Senior | 1,238,627 | 1,230,885 | ||||||||||||
Indy US Bidco, LLC +, a, e | Cash 3.75% + SFvv | 03/29/21 | 03/06/28 | Senior | 975,100 | 936,096 | ||||||||||||
INNIO Group Holdings GmbH +, a | Cash 3.25% + E### | 11/30/18 | 10/31/25 | Senior | 1,415,436 | 1,321,836 | ||||||||||||
Integrity Marketing Acquisition, LLC +, a | Cash 5.75% + SF (0.75% Floor)vv | 06/21/22 | 08/27/25 | Senior | 20,054,413 | 19,740,007 | ||||||||||||
Integrity Marketing Intermediate, LLC +, a, e | Cash 6.00% + SF (0.75% Floor)vv | 05/23/23 | 08/27/25 | Senior | 602,938 | — | ||||||||||||
Integrity Marketing Intermediate, LLC +, a | Cash 6.00% + SF (0.75% Floor)vv | 05/23/23 | 08/27/25 | Senior | 2,989,235 | 2,940,126 | ||||||||||||
Iris Holdings Inc. +, a | Cash 4.75% + SF (0.50% Floor)vv | 06/15/22 | 06/28/28 | Senior | 1,830,508 | 1,708,980 | ||||||||||||
KCIBT Intermediate II, Inc. +, a, e | Cash 1.00% + SF (1.00% Floor)vv | 12/23/20 | 06/01/25 | Senior | 247,977 | 155,325 | ||||||||||||
KENE Acquisition, Inc. +, a | Cash 8.25% + SF (1.00% Floor)vv | 01/01/21 | 08/09/27 | Second Lien | 1,638,000 | 1,625,116 | ||||||||||||
KENE Acquisition, Inc. +, a | Cash 8.25% + SFvv | 08/05/22 | 08/09/27 | Second Lien | 984,997 | 977,249 | ||||||||||||
Kingpin Intermediate Holdings LLC +, a | Cash 3.50% + SFv | 10/05/18 | 07/03/24 | Senior | 4,302,851 | 4,291,427 | ||||||||||||
Knowlton Development Corporation Inc. +, a, e | Cash 3.75% + SFv | 06/24/22 | 12/22/25 | Senior | 1,480,620 | 1,431,019 | ||||||||||||
KSLB Holdings, LLC +, a | Cash 8.75% + SF (1.00% Floor)vv | 01/01/21 | 07/30/26 | Second Lien | 3,212,308 | 2,581,502 | ||||||||||||
LBM Acquisition, LLC +, a, e | Cash 3.25% + SF 3.75% (0.75% Floor)v | 09/07/21 | 12/17/27 | Senior | 3,228,376 | 3,159,257 | ||||||||||||
LogMeIn, Inc. +, a, e | Cash 4.75% + SFvv | 09/03/20 | 08/31/27 | Senior | 4,845,760 | 3,241,159 | ||||||||||||
LSCS Holdings, Inc. +, a | Cash 4.50% + SF (0.50% Floor)vv | 02/14/22 | 12/16/28 | Senior | 2,554,500 | 2,523,207 | ||||||||||||
Magenta Buyer LLC +, a | Cash 8.25% + SF (0.75% Floor)vv | 10/13/21 | 07/27/29 | Second Lien | 2,000,000 | 965,000 | ||||||||||||
Magenta Buyer LLC +, a | Cash 5.00% + SF (0.75% Floor)vv | 08/02/21 | 07/27/28 | Senior | 3,438,750 | 2,576,191 | ||||||||||||
Maverick Bidco, Inc. +, a | Cash 6.75% + SF (0.75% Floor)vv | 05/26/21 | 05/18/29 | Second Lien | 6,603,000 | 6,074,760 | ||||||||||||
McAfee Inc. +, a | Cash 3.75% + SF (0.50% Floor)vv | 03/09/22 | 03/01/29 | Senior | 2,567,500 | 2,517,216 | ||||||||||||
Medline Borrower, L.P. +, a | Cash 3.25% + SF (0.50% Floor)v | 11/03/21 | 10/23/28 | Senior | 1,083,500 | 1,081,902 | ||||||||||||
Mercury Borrower, Inc. +, a | Cash 6.50% + SF (0.50% Floor)vv | 04/11/22 | 08/02/29 | Second Lien | 900,000 | 859,505 | ||||||||||||
Mitchell International, Inc. +, a | Cash 3.75% + SF (0.50% Floor)v | 10/21/21 | 10/15/28 | Senior | 3,743,000 | 3,688,034 | ||||||||||||
Mitchell International, Inc. +, a | Cash 6.50% + SF (0.50% Floor)v | 10/26/21 | 10/15/29 | Second Lien | 1,000,000 | 923,910 | ||||||||||||
MJH Healthcare Holdings, LLC +, a, e | Cash 3.50% + SF (0.50% Floor)v | 04/08/22 | 01/28/29 | Senior | 1,678,750 | 1,675,602 | ||||||||||||
National Spine & Pain Centers, LLC +, a | Cash 8.50% + SFvv | 04/01/23 | 02/13/26 | Senior | 463,906 | 190,349 | ||||||||||||
Navicure, Inc. +, a, e | Cash 4.00% + SFvv | 11/19/19 | 10/22/26 | Senior | 2,907,191 | 2,914,008 | ||||||||||||
NEP Group, Inc. +, a | Cash 4.00% + SF (0.50% Floor)vvvv | 12/06/21 | 10/20/25 | Senior | 1,866,750 | 1,807,639 |
The accompanying notes are an integral part of these Consolidated Financial Statements.
10
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Consolidated Schedule of Investments –
September 30, 2023 (Unaudited) (continued)
Private Equity Investments (continued) Direct Debt (continued) | Interest | Acquisition | Maturity | Investment | Principal | Fair | ||||||||||||
North America (continued) | ||||||||||||||||||
NEP Group, Inc. +, a, e | Cash 3.25% + SFv | 02/10/22 | 10/20/25 | Senior | $ | 1,051,205 | $ | 1,019,506 | ||||||||||
Netsmart Technologies, Inc. +, a | Cash 4.00% + SF (1.00% Floor)vv | 07/16/18 | 10/01/27 | Senior | 2,199,735 | 2,202,958 | ||||||||||||
NortonLifeLock Inc. +, a | Cash 2.00% + SF (0.50% Floor)vv | 09/20/22 | 09/12/29 | Senior | 2,121,837 | 2,117,732 | ||||||||||||
NSM Top Holdings Corp. +, a | Cash 5.25% + SFvv | 11/26/19 | 11/16/26 | Senior | 1,443,750 | 1,393,941 | ||||||||||||
NSPC Intermediate II, LLC +, a, e | Cash 8.00% + SF (1.00% Floor)vv | 08/15/23 | 02/13/26 | Senior | 46,876 | 41,842 | ||||||||||||
NSPC Intermediate II, LLC +, a | Cash 8.00% + SF (1.00% Floor)vv | 05/08/23 | 02/13/26 | Senior | 22,601 | 20,174 | ||||||||||||
nThrive Health Inc. +, a | Cash 4.00% + SF (0.50% Floor)vv | 05/24/22 | 12/18/28 | Senior | 1,970,000 | 1,620,946 | ||||||||||||
Oceankey (U.S.) II Corp. +, a, e | Cash 3.50% + SF (0.05% Floor)vv | 01/06/22 | 12/15/28 | Senior | 1,871,500 | 1,797,576 | ||||||||||||
Odyssey Logistics & Technology Corp. +, a | Cash 4.50% + SF (0.50% Floor)vv | 08/10/23 | 10/12/27 | Senior | 2,524,200 | 2,524,995 | ||||||||||||
OEConnection LLC +, a | Cash 4.00% + SFvv | 10/28/19 | 09/25/26 | Senior | 2,899,151 | 2,894,323 | ||||||||||||
Olympus Water US Holding Corp. +, a, e | Cash 5.00% + SF (1.50% Floor)vv | 05/24/23 | 11/09/28 | Senior | 1,500,000 | 1,501,253 | ||||||||||||
OneDigital Borrower LLC +, a | Cash 4.25% + SF (0.50% Floor)vv | 12/11/20 | 11/16/27 | Senior | 2,743,862 | 2,745,000 | ||||||||||||
OneDigital Holdings, LLC +, a | Cash 6.00% + SF (0.50% Floor)v | 03/21/23 | 11/16/27 | Senior | 7,646,535 | 7,530,204 | ||||||||||||
PAI Holdco, Inc. +, a | Cash 3.75% + SF (1.00% Floor)vv | 11/09/20 | 10/22/27 | Senior | 1,169,999 | 1,112,084 | ||||||||||||
Pascal Midco 2, LLC +, a | Cash 6.00% + SF (0.75% Floor)vv | 07/01/22 | 07/21/27 | Senior | 10,907,946 | 10,843,313 | ||||||||||||
Pearl Intermediate Parent, LLC +, a | Cash 6.25% + SFv | 01/01/21 | 02/13/26 | Second Lien | 2,400,000 | 2,382,600 | ||||||||||||
PECF USS Intermediate Holding III Corporation +, a, e | Cash 4.25% + SF (0.50% Floor)vv | 10/07/22 | 12/15/28 | Senior | 987,437 | 796,299 | ||||||||||||
Peraton Corp. +, a | Cash 3.75% + SF (0.75% Floor)v | 04/12/21 | 02/01/28 | Senior | 1,908,690 | 1,907,106 | ||||||||||||
PG&E Corporation +, a | Cash 3.00% + SF (1.00% Floor)v | 08/11/20 | 06/23/25 | Senior | 1,935,000 | 1,938,899 | ||||||||||||
Pluto Acquisition I, Inc. +, a, e | Cash 7.00% + SF (0.50% Floor)v | 07/02/21 | 12/14/29 | Senior | 3,700,000 | 1,460,263 | ||||||||||||
Polaris Newco, LLC +, a | Cash 4.00% + SF (0.50% Floor)v | 06/15/21 | 06/02/28 | Senior | 1,176,000 | 1,128,960 | ||||||||||||
Pre-Paid Legal Services, Inc. +, a, e | Cash 7.00% + SF (0.50% Floor)v | 01/18/22 | 12/14/29 | Senior | 3,700,000 | 3,385,500 | ||||||||||||
Pretium PKG Holdings, Inc. +, a | Cash 6.75% + SF (0.50% Floor)vv | 10/05/21 | 10/01/29 | Second Lien | 1,800,000 | 577,287 | ||||||||||||
ProAmpac PG Borrower, LLC +, a, f | Cash 4.50% + SF (0.75% Floor)vv | 09/26/23 | 09/15/28 | Senior | 2,007,790 | 2,001,265 | ||||||||||||
Procera Networks, Inc. +, a | Cash 4.50% + SFv | 11/20/18 | 10/31/25 | Senior | 1,128,717 | 972,108 | ||||||||||||
Project Leopard Holdings, Inc. +, a | Cash 5.25% + SF (0.50% Floor)vv | 06/15/22 | 07/20/29 | Senior | 2,977,500 | 2,649,975 | ||||||||||||
Prometric Holdings, Inc. +, a | Cash 7.50% + SF (1.00% Floor)vv | 01/29/18 | 01/29/26 | Second Lien | 14,154,350 | 14,909,355 | ||||||||||||
Prometric Holdings, Inc. +, a, f | Cash 3.00% + SFv | 09/29/23 | 01/29/25 | Senior | 5,894,407 | 5,776,519 | ||||||||||||
Quintiles IMS Inc. +, a | Cash 2.00% + E (0.50% Floor)## | 06/22/18 | 06/11/25 | Senior | 2,803,629 | 2,562,498 | ||||||||||||
Radiate HoldCo, LLC +, a | Cash 3.25% + SF (0.75% Floor)vv | 07/16/19 | 09/25/26 | Senior | 982,500 | 808,106 | ||||||||||||
Radiology Partners, Inc. +, a, e | Cash 4.25% + SFvv | 01/01/21 | 07/09/25 | Senior | 2,398,864 | 1,818,638 | ||||||||||||
Radwell Parent, LLC +, a, e | Cash 6.75% + SF (0.75% Floor)vv | 12/01/22 | 04/01/29 | Senior | 1,120,924 | 239,327 | ||||||||||||
Radwell Parent, LLC +, a | Cash 6.75% + SF (0.75% Floor)vv | 04/06/22 | 04/01/29 | Senior | 14,005,299 | 14,005,299 | ||||||||||||
Radwell Parent, LLC +, a | Cash 6.50% + SF (0.75% Floor)vv | 12/01/22 | 04/01/29 | Senior | 5,956,472 | 5,956,472 | ||||||||||||
RBMedia +, a, e | Cash 4.00% + SFv | 06/17/22 | 08/29/25 | Senior | 1,148,950 | 1,150,628 | ||||||||||||
RC Buyer, Inc. +, a | Cash 6.50% + SF (0.75% Floor)v | 08/03/21 | 07/26/29 | Second Lien | 2,800,000 | 2,611,000 | ||||||||||||
Recess Holdings, Inc. +, a | Cash 4.00% + SF (1.00% Floor)vvvv | 09/06/23 | 03/17/27 | Senior | 3,800,000 | 3,802,394 | ||||||||||||
Red Planet Borrower, LLC +, a | Cash 3.75% + SF (0.50% Floor)v | 10/04/21 | 10/02/28 | Senior | 2,156,000 | 2,065,890 | ||||||||||||
Redstone Holdco 2 L.P. +, a | Cash 4.75% + SF (0.75% Floor)v | 05/10/21 | 04/27/28 | Senior | 1,083,705 | 86,296 | ||||||||||||
Redstone Holdco 2 L.P. +, a | Cash 7.75% + SF (0.75% Floor)v | 05/03/21 | 04/16/29 | Second Lien | 2,500,000 | 1,646,875 | ||||||||||||
Rent-A-Center, Inc. +, a | Cash 4.00% + SF (0.75% Floor)vv | 03/02/21 | 02/17/28 | Senior | 927,340 | 926,617 | ||||||||||||
Restaurant Technologies, Inc. +, a | Cash 4.25% + SF (0.50% Floor)vv | 04/06/22 | 04/02/29 | Senior | 3,447,500 | 3,360,589 | ||||||||||||
Restoration Hardware, Inc. +, a | Cash 3.25% + SF (0.50% Floor)vv | 05/24/22 | 10/20/28 | Senior | 4,455,000 | 4,307,450 | ||||||||||||
RLG Holdings, LLC +, a | Cash 4.25% + SF (0.75% Floor)v | 07/19/21 | 07/10/28 | Senior | 1,965,000 | 1,852,013 | ||||||||||||
Rocket Software, Inc. +, a, e | Cash 4.25% + SFv | 12/05/18 | 11/28/25 | Senior | 2,600,482 | 2,602,927 | ||||||||||||
Rocket Software, Inc. +, a, f | Cash 4.75% + SF (0.50% Floor)vv | 09/28/23 | 11/28/28 | Senior | 3,200,000 | 3,157,024 | ||||||||||||
Rough Country, LLC +, a | Cash 3.50% + SF (0.75% Floor)v | 08/03/21 | 07/26/28 | Senior | 1,857,250 | 1,816,353 | ||||||||||||
Sabre GLBL Inc. +, a, e | Cash 3.50% + SF (0.50% Floor)v | 08/09/21 | 12/17/27 | Senior | 1,118,754 | 986,741 |
The accompanying notes are an integral part of these Consolidated Financial Statements.
11
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Consolidated Schedule of Investments –
September 30, 2023 (Unaudited) (continued)
Private Equity Investments (continued) Direct Debt (continued) | Interest | Acquisition | Maturity | Investment | Principal | Fair | ||||||||||||
North America (continued) | ||||||||||||||||||
Sabre GLBL Inc. +, a, e | Cash 3.50% + SF (0.50% Floor)vv | 08/09/21 | 12/17/27 | Senior | $ | 715,945 | $ | 631,464 | ||||||||||
Safe Fleet Holdings LLC +, a, b | Cash 3.75% + SF (0.50% Floor)vv | 03/04/22 | 02/23/29 | Senior | 3,841,500 | 3,850,201 | ||||||||||||
SCIH Salt Holdings, Inc. +, a | Cash 4.00% + SF (0.75% Floor)v | 04/17/20 | 03/16/27 | Senior | 795,892 | 792,303 | ||||||||||||
Senneca Holdings, Inc. +, a | PIK 11.00% | 01/01/21 | 05/11/26 | Second Lien | 1,276,647 | 3 | ||||||||||||
Senneca Holdings, Inc. +, a | PIK 10.00% | 01/01/21 | 11/11/25 | 1.5 Lien | 1,337,500 | 1 | ||||||||||||
Shearer’s Foods, LLC +, a | Cash 3.50% + SF (1.00% Floor)v | 05/17/18 | 09/23/27 | Senior | 3,074,220 | 3,104,872 | ||||||||||||
Shearer’s Foods, LLC +, a | Cash 7.75% + SF (1.00% Floor)v | 10/14/20 | 09/22/28 | Second Lien | 720,000 | 698,400 | ||||||||||||
Skopima Consilio Parent LLC +, a | Cash 4.00% + SF (0.76% Floor)vvvv | 05/18/21 | 04/30/28 | Senior | 4,581,190 | 4,470,256 | ||||||||||||
Skopima Consilio Parent, LLC +, a, f | Cash 4.50% + SF (0.50% Floor)vv | 08/10/23 | 05/12/28 | Senior | 8,300,000 | 8,158,236 | ||||||||||||
Sorenson Communications, LLC +, a | Cash 5.50% + SF (0.75% Floor)v | 03/23/21 | 03/12/28 | Senior | 2,250,000 | 2,157,986 | ||||||||||||
Sound Inpatient Physicians, Inc +, a | Cash 3.00% + SFvv | 08/23/18 | 06/27/25 | Senior | 1,330,000 | 614,985 | ||||||||||||
Sovos Compliance, LLC +, a | Cash 4.50% + SF (0.50% Floor)v | 08/16/21 | 08/11/28 | Senior | 1,671,502 | 1,647,791 | ||||||||||||
Spring Education Group, Inc. +, a, f | Cash 4.50% + SFvv | 09/29/23 | 10/04/30 | Senior | 4,506,049 | 4,516,142 | ||||||||||||
SSH Group Holdings, Inc. +, a | Cash 4.25% + SFv | 06/05/19 | 07/30/25 | Senior | 3,332,161 | 3,339,608 | ||||||||||||
SSH Group Holdings, Inc. +, a | Cash 8.25% + SFv | 01/01/21 | 07/30/26 | Second Lien | 3,065,226 | 2,787,335 | ||||||||||||
Star US Bidco, LLC +, a | Cash 4.25% + SF (1.00% Floor)v | 04/24/20 | 03/17/27 | Senior | 1,254,072 | 1,253,094 | ||||||||||||
Tank Holding Corp. +, a, e | Cash 6.00% + SF (0.75% Floor)vv | 03/31/22 | 03/31/28 | Senior | 795,545 | 604,855 | ||||||||||||
Tank Holdings Corporation +, a | Cash 5.75% + SF (0.75% Floor)vv | 04/11/22 | 03/31/28 | Senior | 21,276,675 | 20,694,971 | ||||||||||||
Telenet Financing USD LLC +, a | Cash 2.00% + SFv | 04/27/20 | 04/30/28 | Senior | 1,400,000 | 1,367,625 | ||||||||||||
Thevelia (US), LLC +, a, e | Cash 4.75% + SFvv | 03/29/23 | 06/18/29 | Senior | 6,887,889 | 6,906,555 | ||||||||||||
Tivity Health Inc +, a | Cash 6.00% + SF (0.75% Floor)vv | 06/28/22 | 06/28/29 | Senior | 15,494,490 | 15,415,580 | ||||||||||||
TLP Acquisition Holdings, LLC +, a | Cash 8.00% + SF (1.00% Floor)v | 02/26/19 | 02/26/26 | Mezzanine | 34,070,313 | 33,758,096 | ||||||||||||
Tory Burch LLC +, a, e | Cash 3.50% + SF (0.50% Floor)v | 04/30/21 | 04/16/28 | Senior | 977,500 | 966,679 | ||||||||||||
Trident TPI Holdings, Inc. +, a | Cash 4.00% + SF (0.50% Floor)vv | 09/22/21 | 09/15/28 | Senior | 1,667,064 | 1,663,588 | ||||||||||||
Trilon Group, LLC +, a | Cash 6.25% + SF (0.75% Floor)vv | 06/02/22 | 05/27/29 | Senior | 10,408,125 | 10,338,055 | ||||||||||||
Trilon Group, LLC +, a, e | Cash 6.25% + SF (0.75% Floor)vv | 06/02/22 | 05/27/29 | Senior | — | (8,711 | ) | |||||||||||
Triton Water Holdings, Inc. +, a | Cash 3.50% + SF (0.50% Floor)vv | 04/19/21 | 03/31/28 | Senior | 1,368,503 | 1,341,879 | ||||||||||||
UKG Inc. +, a | Cash 3.25% + SF (0.75% Floor)vv | 07/13/20 | 05/04/26 | Senior | 972,693 | 972,085 | ||||||||||||
Upstream Newco, Inc. +, a | Cash 4.25% + SFv | 08/04/21 | 11/20/26 | Senior | 3,421,250 | 3,291,243 | ||||||||||||
Utz Quality Foods, LLC +, a | Cash 3.00% + SFvv | 01/29/21 | 01/20/28 | Senior | 3,598,263 | 3,600,512 | ||||||||||||
VeriFone Systems, Inc. +, a | Cash 4.00% + SFvv | 09/25/19 | 08/20/25 | Senior | 3,523,957 | 3,260,206 | ||||||||||||
Virtusa Corporation +, a | Cash 3.75% + SF (0.75% Floor)vv | 02/28/22 | 02/11/28 | Senior | 2,167,000 | 2,159,415 | ||||||||||||
Vision Solutions, Inc. +, a | Cash 4.25% + SF (0.75% Floor)vv | 05/06/21 | 04/24/28 | Senior | 3,822,000 | 3,711,525 | ||||||||||||
Vision Solutions, Inc. +, a | Cash 7.25% + SF (0.75% Floor)vv | 09/07/21 | 04/23/29 | Second Lien | 2,300,000 | 2,085,571 | ||||||||||||
VS Buyer, LLC +, a | Cash 3.00% + SFvv | 04/10/20 | 02/28/27 | Senior | 1,930,000 | 1,925,175 | ||||||||||||
Weld North Education LLC +, a | Cash 3.75% + SF (0.75% Floor)vv | 01/06/21 | 12/15/27 | Senior | 1,264,250 | 1,242,600 | ||||||||||||
WHCG Purchaser, Inc. +, a, b | PIK 20% + SF (1.00% Floor)vv | 09/19/23 | 06/22/28 | Senior | 1,544,000 | 1,553,436 | ||||||||||||
Windsor Holdings III, LLC +, a | Cash 4.50% + SFvv | 08/07/23 | 08/01/30 | Senior | 1,900,000 | 1,897,625 | ||||||||||||
Woof Holdings, Inc. +, a | Cash 7.25% + SF (0.75% Floor)vv | 01/08/21 | 12/22/28 | Second Lien | 7,200,000 | 5,220,000 | ||||||||||||
Woof Holdings, Inc. +, a, f | Cash 3.75% + SF (0.75% Floor)vv | 09/26/23 | 12/21/27 | Senior | 1,994,885 | 1,592,916 | ||||||||||||
WWEX UNI TopCo Holdings, LLC +, a | Cash 4.00% + SF (0.75% Floor)vv | 08/03/21 | 07/26/28 | Senior | 2,652,750 | 2,616,553 | ||||||||||||
Zacapa S.à.r.l. +, a, e | Cash 4.25% + SF (0.50% Floor)vv | 07/31/18 | 07/02/25 | Senior | 2,207,878 | 2,195,282 | ||||||||||||
Total North America (5.01%) | 711,133,638 | |||||||||||||||||
Rest of World (0.01%) | ||||||||||||||||||
Gems Education +, a, e | Cash 4.75% + SFv | 08/15/22 | 07/31/26 | Senior | 1,975,125 | 1,987,825 | ||||||||||||
Total Rest of World (0.01%) | 1,987,825 | |||||||||||||||||
The accompanying notes are an integral part of these Consolidated Financial Statements.
12
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Consolidated Schedule of Investments –
September 30, 2023 (Unaudited) (continued)
Private Equity Investments (continued) Direct Debt (continued) | Interest | Acquisition | Maturity | Investment | Principal | Fair | ||||||||||||
Western Europe (2.19%) | ||||||||||||||||||
Acuris Finance US, Inc. +, a | Cash 4.00% + SF (0.50% Floor)vv | 03/11/21 | 02/16/28 | Senior | $ | 677,083 | $ | 669,974 | ||||||||||
AD Education +, a | PIK 8.50% | 06/21/22 | 03/30/29 | Mezzanine | 13,084,544 | 13,265,988 | ||||||||||||
AEA International Holdings (Luxembourg) S.à.r.l. +, a | Cash 3.75% + SF (0.50% Floor)vv | 09/15/21 | 09/07/28 | Senior | 2,259,750 | 2,255,513 | ||||||||||||
AI PLEX AcquiCo GmbH +, a, e | Cash 5% + SFv | 08/23/19 | 07/31/26 | Senior | 4,807,218 | 4,524,794 | ||||||||||||
Albion Financing 3 S.à.r.l. +, a | Cash 5.25% + SF (0.50% Floor)vv | 01/14/22 | 08/17/26 | Senior | 2,456,250 | 2,463,164 | ||||||||||||
Alcumus +, a | Cash 5.75% + S>> | 03/09/22 | 03/09/29 | Senior | 1,984,236 | 1,872,962 | ||||||||||||
Altice France S.A. +, a, e | Cash 5.50% + SFvv | 01/27/21 | 08/14/26 | Senior | 3,833,790 | 3,644,976 | ||||||||||||
Asgard Investments B.V. +, a | Cash 5.75% + E## | 03/15/22 | 03/15/29 | Senior | 13,721,320 | 13,092,847 | ||||||||||||
Aston Finco S.à.r.l. +, a | Cash 4.25% + SFv | 11/14/19 | 10/09/26 | Senior | 2,702,000 | 2,360,035 | ||||||||||||
Aston Finco S.à.r.l. +, a | Cash 8.25% + S> | 10/25/19 | 10/09/27 | Second Lien | 36,733,592 | 29,756,625 | ||||||||||||
Auris Luxembourg III S.à.r.l. +, a | Cash 3.75% + SFv | 04/04/19 | 02/27/26 | Senior | 956,203 | 926,920 | ||||||||||||
Babar Bidco +, a | Cash 4.00% + E### | 12/04/20 | 11/17/27 | Senior | 1,214,051 | 1,045,174 | ||||||||||||
BK LC Lux SPV S.à.r.l. +, a | Cash 3.25% + SF (0.50% Floor)vv | 07/09/21 | 04/28/28 | Senior | 1,746,468 | 1,747,097 | ||||||||||||
CD&R Firefly Bidco Limited +, a | Cash 4.75% + S>> | 08/31/18 | 06/23/25 | Senior | 7,113,072 | 6,576,409 | ||||||||||||
CEP V Investment 22 S.à.r.l. (Lux) +, a | PIK 8.25% + SFv | 02/28/22 | 08/31/30 | Mezzanine | 6,040,554 | 5,921,931 | ||||||||||||
CEP V Investment 22 S.à.r.l. (Lux) +, a | PIK 8.25% + E### | 02/28/22 | 08/31/30 | Mezzanine | 891,715 | 829,909 | ||||||||||||
Cidron Kuma 2 S.à.r.l. +, a | Cash 7.00% + E (0.50% Floor)### | 01/01/21 | 02/28/26 | Second Lien | 1,146,938 | 839,242 | ||||||||||||
Constellation Automotive Group Limited +, a | Cash 4.75% + S>>> | 09/03/21 | 07/28/28 | Senior | 1,387,192 | 1,123,809 | ||||||||||||
Constellation Automotive Limited +, a | Cash 7.50% + S>>> | 10/18/21 | 07/30/29 | Second Lien | 1,372,084 | 864,597 | ||||||||||||
Constellation BidCo GmbH +, a | Cash 5.25% + E## | 10/26/22 | 06/27/29 | Senior | 26,760,488 | 28,095,543 | ||||||||||||
CTEC III GmbH +, a | Cash 3.75% + E## | 03/29/18 | 03/07/25 | Senior | 4,055,926 | 3,357,903 | ||||||||||||
Dragon Bidco Limited +, a | Cash 6.00% + S>> | 03/09/22 | 03/09/29 | Senior | 8,941,459 | 8,221,935 | ||||||||||||
Eagle Bidco Limited +, a | Cash 3.75% + E## | 09/07/23 | 03/20/28 | Senior | 7,386,454 | 7,189,975 | ||||||||||||
Envirotainer +, a, e | Cash 5.75% + E## | 07/29/22 | 07/27/29 | Senior | 1,467,048 | — | ||||||||||||
Envirotainer +, a | Cash 5.75% + E## | 07/29/22 | 07/27/29 | Senior | 8,191,195 | 8,396,373 | ||||||||||||
Envirotainer +, a | Cash 5.75% + SF (0.75% Floor)vv | 07/29/22 | 07/27/29 | Senior | 4,089,559 | 4,028,098 | ||||||||||||
Fusilli AcquiCo S.à.r.l. +, a, e | Cash 6.00% + E### | 01/27/22 | 10/12/23 | Senior | 2,737,330 | 2,388,100 | ||||||||||||
Grupo Iberica de Congelados, SA +, a | Cash 7.12% + E# | 06/28/19 | 11/28/24 | Senior | 1,074,234 | 764,667 | ||||||||||||
HIG Finance 2 Limited +, a | Cash 3.25% + E (0.75% Floor)# + P 2.25% (1.75% Floor) | 10/05/21 | 11/12/27 | Senior | 3,143,951 | 3,138,449 | ||||||||||||
HNVR Holdco Limited +, a, e | Cash 5.50% + E### | 01/25/22 | 09/12/27 | Senior | 3,321,745 | 3,169,707 | ||||||||||||
Holding Socotec SAS +, a | Cash 4.00% + SF (0.75% Floor)vv | 09/10/21 | 06/30/28 | Senior | 1,470,000 | 1,462,650 | ||||||||||||
Hunter Douglas NV +, a | Cash 3.50% + SF (0.50% Floor)vv | 03/07/22 | 02/26/29 | Senior | 1,777,500 | 1,736,173 | ||||||||||||
Hunter Holdco 3 Limited +, a, e | Cash 4.25% + SF (0.50% Floor)vv | 08/26/21 | 08/19/28 | Senior | 3,085,188 | 3,083,259 | ||||||||||||
IGT Holding IV AB +, a | Cash 4.80% + SF (0.50% Floor)vv | 07/21/21 | 03/31/28 | Senior | 1,852,500 | 1,852,500 | ||||||||||||
Ineos Quattro Holdings UK Limited +, a | Cash 3.75% + SFv | 03/17/23 | 03/01/30 | Senior | 1,995,000 | 1,992,506 | ||||||||||||
International Park Holdings B.V. +, a | Cash 5.00% + E### | 11/16/21 | 06/13/24 | Senior | 2,967,557 | 2,776,082 | ||||||||||||
ION Trading Finance Limited +, a | Cash 4.75% + SF (1.00% Floor)vv | 05/25/21 | 04/01/28 | Senior | 2,737,000 | 2,707,919 | ||||||||||||
Lernen Bidco Ltd. +, a, e | Cash 4.75% + E## | 06/16/23 | 04/24/29 | Senior | 6,523,196 | 6,350,465 | ||||||||||||
Loire UK Midco 3 Limited +, a | Cash 3.50% + SF (0.75% Floor)v | 07/09/21 | 04/21/27 | Senior | 1,264,361 | 1,250,661 | ||||||||||||
Loire UK Midco 3 Limited +, a | Cash 3.00% + SFv | 06/08/20 | 04/21/27 | Senior | 1,355,176 | 1,336,543 | ||||||||||||
Mar Bidco S.à.r.l. +, a | Cash 4.25% + SFvv | 07/30/21 | 07/06/28 | Senior | 2,940,000 | 2,837,100 | ||||||||||||
Matador Bidco S.à.r.l. +, a | Cash 4.50% + SF (0.76% Floor)v | 11/12/19 | 10/15/26 | Senior | 3,023,676 | 3,040,427 | ||||||||||||
Nomad Foods Limited +, a | Cash 3.75% + SF (0.50% Floor)vv | 12/09/22 | 11/12/29 | Senior | 1,184,960 | 1,187,247 | ||||||||||||
Nouryon Finance B.V. +, a | Cash 4.00% + SFvv | 03/03/23 | 04/03/28 | Senior | 2,394,000 | 2,376,799 | ||||||||||||
Numericable U.S. LLC +, a, e | Cash 3.69% + SFvv | 09/12/23 | 01/31/26 | Senior | 400,000 | 382,332 |
The accompanying notes are an integral part of these Consolidated Financial Statements.
13
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Consolidated Schedule of Investments –
September 30, 2023 (Unaudited) (continued)
Private Equity Investments (continued) Direct Debt (continued) | Interest | Acquisition | Maturity | Investment | Principal | Fair | ||||||||||||
Western Europe (continued) | ||||||||||||||||||
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 | $ | 27,824,496 | $ | 27,606,686 | ||||||||||
PEARLS (Netherlands) Bidco B.V. +, a | Cash 4.00% + SFvvv | 03/30/22 | 03/01/29 | Senior | 1,477,500 | 1,476,584 | ||||||||||||
Pegasus BidCo B.V. +, a | Cash 4.25% + SF (0.50% Floor)vv | 08/08/22 | 07/12/29 | Senior | 2,744,630 | 2,749,776 | ||||||||||||
Rainbow Jvco Ltd. +, a | Cash 7.25% + E##; PIK 7.25% | 02/24/22 | 02/24/30 | Mezzanine | 10,163,513 | 9,562,568 | ||||||||||||
Sapphire Bidco B.V. +, a | Cash 3.00% + E## | 05/25/18 | 05/05/25 | Senior | 2,271,578 | 2,122,284 | ||||||||||||
Seren Bidco AB +, a | Cash 7.25% + SR¤¤ | 11/16/21 | 11/16/29 | Second Lien | 16,653,255 | 13,105,236 | ||||||||||||
Sevetys Invest +, a | Cash 6.25% + E## | 12/16/22 | 12/07/28 | Senior | 15,740,503 | 15,125,469 | ||||||||||||
Sigma Holdco B.V. +, a, f | Cash 4.75% + SFvvv | 09/20/23 | 01/02/28 | Senior | 5,600,000 | 5,472,264 | ||||||||||||
Sitel Group +, a | Cash 3.75% + SF (0.50% Floor)vv | 10/15/21 | 08/28/28 | Senior | 1,764,000 | 1,725,139 | ||||||||||||
Spinnaker DebtCo Limited +, a | Cash 6.25% + E## | 12/21/22 | 12/14/29 | Senior | 15,346,207 | 15,248,487 | ||||||||||||
Starfruit Finco B.V. +, a | Cash 2.75% + SFvv | 11/14/18 | 10/01/25 | Senior | 2,743,121 | 2,722,548 | ||||||||||||
Summer (BC) Bidco B LLC +, a | Cash 4.50% + SF (0.75% Floor)vv | 09/08/21 | 12/04/26 | Senior | 980,000 | 954,275 | ||||||||||||
Sunshine Luxembourg VII S.à.r.l. +, a, e | Cash 3.75% + SF (0.75% Floor)vv | 10/22/19 | 10/01/26 | Senior | 2,715,375 | 2,714,248 | ||||||||||||
team.blue Finco S.à.r.l. +, a | Cash 3.75% + E# | 06/25/21 | 03/27/28 | Senior | 4,043,536 | 3,525,108 | ||||||||||||
TMF Sapphire Bidco B.V. +, a | Cash 5.00% + SFvvv | 07/25/23 | 05/03/28 | Senior | 1,400,000 | 1,403,500 | ||||||||||||
Vertical Midco GmbH +, a | Cash 3.50% + SFvv | 09/09/20 | 07/30/27 | Senior | 3,881,348 | 3,876,982 | ||||||||||||
Virgin Media Bristol, LLC +, a | Cash 2.50% + SFv | 02/07/18 | 01/31/28 | Senior | 5,486,250 | 5,358,045 | ||||||||||||
Total Western Europe (2.19%) | 311,654,578 | |||||||||||||||||
Total Direct Debt (7.59%) | $ | 1,078,771,379 | ||||||||||||||||
Total Direct Investments (66.85%) | $ | 9,496,682,075 |
Private Equity Investments (continued) | Acquisition | Fair | ||||||
Asia - Pacific (1.15%) | ||||||||
CVC Capital Partners Asia Pacific III, L.P. +, a, e | 01/11/13 | $ | 217,028 | |||||
MBK Partners Colonel Fund, L.P. +, a, e | 09/20/21 | 105,206,241 | ||||||
TPG Asia VII (B), L.P. +, a, e | 12/07/18 | 21,100,422 | ||||||
TRG Growth Partnership (Offshore) II, L.P. +, a, e | 08/02/10 | 53,810 | ||||||
TRG Growth Partnership (Offshore), L.P. +, a, e | 08/02/10 | 5,100 | ||||||
TRG Growth Partnership II, L.P. +, a, e | 07/08/10 | 153,551 | ||||||
Yunfeng Capital Fund III, L.P. +, a, e | 05/18/21 | 32,359,507 | ||||||
Yunfeng Capital Fund IV, L.P. +, a, e | 05/31/21 | 3,614,046 | ||||||
Total Asia - Pacific (1.15%) | 162,709,705 | |||||||
North America (8.48%) | ||||||||
Abingworth Bioventures V, L.P. +, a, e | 06/30/12 | 4,674 | ||||||
Apollo Investment Fund VII, L.P. +, a, e | 07/01/10 | 16,348 | ||||||
Apollo Overseas Partners (Delaware) VII, L.P. +, a, e | 10/01/09 | 7,505 | ||||||
Ares PE Extended Value Fund, L.P. +, a, e | 11/14/19 | 42,087,568 | ||||||
Avenue Golden Continuation Fund PV, L.P. +, a, e | 04/26/22 | 29,495,148 | ||||||
Avenue Golden Continuation Fund PV, L.P. +, a | 07/29/22 | 7,373,787 | ||||||
Bain Capital Fund X, L.P. +, a, e | 06/30/11 | 4,614,546 | ||||||
Berkshire Fund VIII, L.P. +, a, e | 09/03/21 | 32,656,336 | ||||||
Berkshire Fund X-A, L.P. +, a, e | 09/03/21 | 11,835,983 | ||||||
Bertram Growth Capital II-A, L.P. +, a, e | 09/30/15 | 84,723 | ||||||
Carlyle Partners VII, L.P. +, a, e | 02/15/23 | 24,573,137 | ||||||
Carlyle Partners VIII, L.P. +, a, e | 03/10/23 | 3,438,874 | ||||||
Centerbridge Seaport Acquisition Fund, L.P. +, a, e | 05/12/22 | 100,351 |
The accompanying notes are an integral part of these Consolidated Financial Statements.
14
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Consolidated Schedule of Investments –
September 30, 2023 (Unaudited) (continued)
Private Equity Investments (continued) | Acquisition | Fair | ||||||
North America (continued) | ||||||||
Clayton, Dubilier & Rice Fund VIII, L.P. +, a, e | 03/29/12 | $ | 65,240 | |||||
DST Opportunities Access Offshore L.P. +, a, e | 09/30/20 | 8,994,476 | ||||||
ECP Terra-Gen Growth Fund, L.P. +, a, e | 03/23/21 | 3,821,780 | ||||||
EETF Sidecar, L.P. +, a | 04/30/21 | 1,249,273 | ||||||
EETF Sidecar, L.P. +, a, e | 04/30/21 | 7,617,540 | ||||||
EnCap Energy Co-Investment Fund I-C, L.P. +, a, e | 04/30/21 | 1,608,283 | ||||||
EnCap Energy Transition Fund I, L.P. +, a, e | 04/30/21 | 4,181,499 | ||||||
Energy Capital Partners Credit Solutions II, L.P. +, a, e | 02/03/21 | 3,129,409 | ||||||
Energy Capital Partners III, L.P. +, a, e | 02/01/21 | 4,391,974 | ||||||
Frazier Healthcare VI, L.P. +, a, e | 06/30/12 | 154,040 | ||||||
FS Equity Partners V, L.P. +, a, e | 08/07/12 | 411,553 | ||||||
GA Continuity Fund I L.P. (Bermuda) +, a, e | 06/30/21 | 79,283,127 | ||||||
General Atlantic Investment Partners 2021, L.P. +, a, e | 07/02/21 | 5,419,763 | ||||||
General Atlantic Investment Partners 2023, L.P. +, a, e | 12/01/22 | 1 | ||||||
Genstar Capital Partners V, L.P. +, a, e | 09/30/15 | 1,865 | ||||||
Green Equity Investors Side CF, L.P. +, a, e | 04/16/21 | 46,355,508 | ||||||
Gridiron Energy Feeder I, L.P. +, a | 05/15/17 | 34,643,001 | ||||||
Gryphon Partners 3.5, L.P. +, a, e | 05/21/13 | 137,262 | ||||||
Gryphon Partners IV L.P. +, a, e | 02/08/16 | 25,660,939 | ||||||
H.I.G. Bayside Debt & LBO Fund II, L.P. +, a, e | 12/30/10 | 130,262 | ||||||
Icon Partners IV, L.P. +, a | 05/26/21 | 35,712,989 | ||||||
Icon Partners V, L.P. +, a | 12/27/21 | 79,258,744 | ||||||
Insight Venture Partners Continuation Fund, L.P. +, a | 09/09/19 | 55,321,641 | ||||||
Investcorp Private Equity 2007 Fund, L.P. +, a, e | 03/31/11 | 1 | ||||||
KKR Associates Indigo Equity Partners, L.P. +, a | 06/09/22 | 121,530,470 | ||||||
KSL Capital Partners CV I, L.P. +, a, e | 05/23/22 | 34,270,364 | ||||||
Lee Equity Partners II, L.P. +, a, e | 06/30/17 | 6,140,899 | ||||||
Lee Equity Partners Realization Fund, L.P. +, a, e | 06/30/17 | 6,617,522 | ||||||
LEP Captive Co-Invest II, L.P. +, a, e | 07/01/22 | 16,475,490 | ||||||
Madison Dearborn Capital Partners V, L.P. +, a, e | 03/31/11 | 392,706 | ||||||
Madison Dearborn Capital Partners VIII, L.P. +, a, e | 03/15/21 | 7,215,595 | ||||||
MidOcean Partners III, L.P. +, a, e | 06/30/11 | 5,439 | ||||||
Monomoy Capital Partners II, L.P. +, a, e | 09/30/15 | 179,983 | ||||||
New Enterprise Associates 17, L.P. +, a | 09/30/20 | 6,373,876 | ||||||
Northgate Growth Fund, L.P. +, a | 12/20/19 | 6,364,440 | ||||||
NVP VIII PG, L.P. +, a, e | 05/31/19 | 88,648,971 | ||||||
Oak Investment Partners XII, L.P. +, a, e | 06/28/12 | 38,698 | ||||||
Pamlico Capital GP II, LLC +, a, e | 03/31/14 | 2,523 | ||||||
Providence Equity Partners IV, L.P. +, a, e | 06/30/11 | 953 | ||||||
Providence Equity Partners V, L.P. +, a, e | 06/30/11 | 8,258 | ||||||
Providence Equity Partners VI-A, L.P. +, a, e | 06/30/11 | 327,313 | ||||||
Providence Equity Partners VII-A, L.P. +, a, e | 06/30/13 | 1,658,717 | ||||||
PT2, L.P. +, a, e | 12/21/21 | 12,455,119 | ||||||
Revelstoke EPIC Fund I, L.P. +, a, e | 11/20/19 | 98,781,061 | ||||||
Samson Partners, L.P. +, a | 12/21/20 | 44,275,692 | ||||||
Silver Lake Partners III, L.P. +, a, e | 03/31/13 | 1,162,474 | ||||||
Silver Lake Partners V, L.P. +, a | 09/30/20 | 5,869,231 | ||||||
Silver Lake Partners VI, L.P. +, a | 09/30/22 | 29,859,512 | ||||||
SL SPV-1, L.P. +, a, e | 12/01/17 | 2,905,202 | ||||||
SL SPV-2, L.P. +, a, e | 06/30/10 | 12,660,529 | ||||||
Sun Capital Partners V, L.P. +, a, e | 09/30/13 | 1,933,354 | ||||||
TA Atlantic & Pacific VI, L.P. +, a, e | 09/30/15 | 75,767 | ||||||
TA XI, L.P. +, a, e | 09/30/15 | 559,682 | ||||||
TCV VII (A), L.P. +, a, e | 09/30/13 | 301,687 | ||||||
TorQuest Partners Fund (U.S.) II, L.P. +, a, e | 09/30/15 | 355,170 |
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 –
September 30, 2023 (Unaudited) (continued)
Private Equity Investments (continued) | Acquisition | Fair | ||||||
North America (continued) | ||||||||
TPG Partners V, L.P. +, a, e | 07/11/11 | $ | 5,079 | |||||
TPG Partners VI, L.P. +, a, e | 12/31/12 | 368,460 | ||||||
Trident VIII, L.P. +, a | 09/30/22 | 28,824,833 | ||||||
Vistria Fund III, L.P. +, a | 07/29/19 | 15,218,969 | ||||||
Vistria Fund IV, L.P. +, a | 10/01/22 | 37,099,722 | ||||||
Vistria Fund V, L.P. +, a | 03/31/23 | 3,101,805 | ||||||
Warburg Pincus Private Equity X, L.P. +, a, e | 09/28/12 | 182,842 | ||||||
Welsh, Carson, Anderson & Stowe XII, L.P. +, a, e | 12/31/18 | 53,779,094 | ||||||
Welsh, Carson, Anderson & Stowe XIII, L.P. +, a | 12/20/18 | 4,557,834 | ||||||
Total North America (8.48%) | 1,204,424,485 | |||||||
Western Europe (2.40%) | ||||||||
3i Eurofund Vb, L.P. +, a, e | 09/30/09 | 37,453 | ||||||
3i Growth Capital B, L.P. +, a, e | 10/01/14 | 67,577 | ||||||
Abingworth Bioventures III, L.P. +, a, e | 09/30/15 | 4,433 | ||||||
Abingworth Bioventures V Co-Investment Growth Equity Fund, L.P. +, a, e | 06/30/12 | 25,632 | ||||||
Advent International GPE VI, L.P. +, a, e | 09/30/10 | 274,010 | ||||||
Apax Europe VI - A, L.P. +, a, e | 07/01/11 | 48,973 | ||||||
Apax Europe VII - B, L.P. +, a, e | 04/30/11 | 4,229 | ||||||
Astorg IQ-EQ Fund SCSp +, a | 01/13/22 | 22,161,660 | ||||||
BC European Capital IX, L.P. +, a, e | 09/30/14 | 1,204,291 | ||||||
Carlyle Europe Partners II, L.P. +, a, e | 12/28/12 | 22,973 | ||||||
Carlyle Europe Partners III, L.P. +, a | 12/28/12 | 112,393 | ||||||
Carlyle Europe Partners III, L.P. +, a, e | 03/31/13 | 146,679 | ||||||
CCP IX L.P. No.2 +, a | 09/30/14 | 24,741 | ||||||
CD&R Value Building Partners I, L.P. +, a, e | 12/17/21 | 62,959,970 | ||||||
Daiwa ICP European Infrastructure 1, L.P. +, a | 12/22/22 | 53,679,244 | ||||||
EPIC I-b Fund SLP +, a, e | 11/30/20 | 22,090,966 | ||||||
ESP Golden Bear Europe Fund +, a, e | 12/31/16 | 2,959,191 | ||||||
Galileo III FCPR +, a | 09/30/15 | 29,463 | ||||||
Graphite Capital Partners VII, L.P. +, a, e | 09/30/15 | 204,110 | ||||||
Italian Private Equity Fund IV, L.P. +, a, e | 01/29/16 | 15,348 | ||||||
KKR European Fund III, L.P. +, a, e | 11/01/10 | 106,089 | ||||||
Montagu+ SCSp +, a | 12/06/21 | 41,321,873 | ||||||
Permira Europe II, L.P. +, a, e | 11/29/13 | 18,686 | ||||||
Permira Europe III, L.P. +, a | 09/30/15 | 12,113 | ||||||
Permira Europe III, L.P. +, a, e | 09/30/13 | 19,538 | ||||||
Permira IV, L.P. +, a, e | 09/30/13 | 5,319,555 | ||||||
Permira VII L.P. +, a | 09/29/22 | 34,462,509 | ||||||
Rivean Special Opportunity Fund I Coöperatief U.A. +, a | 11/29/22 | 56,250,822 | ||||||
Riverside Europe Fund IV, L.P. +, a, e | 09/30/14 | 372,898 | ||||||
STG Alternative Investments S.C.A. SICAV-RAIF +, a | 09/17/21 | 24,784,271 | ||||||
Trilantic Capital Partners V (Europe) S.C.A., SICAR +, a, e | 11/20/20 | 8,569,613 | ||||||
Trilantic Europe VI SCSp +, a, e | 12/10/20 | 4,301,566 | ||||||
Total Western Europe (2.40%) | 341,612,869 | |||||||
Total Secondary Investments (12.03%) | $ | 1,708,747,059 | ||||||
Primary Investments *, c (14.12%) | ||||||||
Asia - Pacific (0.89%) | ||||||||
Bain Capital Asia V, L.P. +, a, e | 09/01/23 | — | ||||||
Baring Asia Private Equity Fund V, L.P. +, a, e | 12/01/10 | 430,774 | ||||||
BGH Capital Fund I +, a, e | 03/01/18 | 16,946,018 | ||||||
BGH Capital VCLP II +, a, e | 02/01/22 | — | ||||||
CMC Capital Partners IV, L.P +, a, e | 12/03/21 | — |
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 –
September 30, 2023 (Unaudited) (continued)
Private Equity Investments (continued) | Acquisition | Fair | ||||||
Asia - Pacific (continued) | ||||||||
CPEChina Fund III, L.P. +, a, e | 03/28/18 | $ | 31,608,985 | |||||
CVC Capital Partners Asia VI, L.P. +, a, e | 12/23/22 | — | ||||||
Hony Capital Fund VIII, L.P. +, a, e | 10/30/15 | 8,419,659 | ||||||
Hony Capital Partners V, L.P. +, a, e | 12/15/11 | 3,103,550 | ||||||
J-STAR No.4-C, L.P. +, a | 08/02/19 | 17,242,631 | ||||||
J-STAR No.5-B, L.P. +, a | 02/28/22 | 1,031,021 | ||||||
Kedaara Capital III Limited +, a, e | 06/17/21 | 5,384,381 | ||||||
KKR Asian Fund IV SCSp +, a, e | 05/29/20 | 3,223,301 | ||||||
Primavera Capital Fund III L.P. +, a, e | 05/09/18 | 11,178,241 | ||||||
Primavera Capital Fund IV, L.P. +, a, e | 05/20/21 | 5,131,492 | ||||||
Southern Capital Fund IV L.P. +, a, e | 01/26/18 | 3,005,372 | ||||||
The Baring Asia Private Equity Fund VII, L.P. +, a | 07/10/18 | 9,250,500 | ||||||
TPG ASIA VIII (B), L.P. +, a, e | 07/01/22 | 195,992 | ||||||
Trustbridge Partners VI, L.P. +, a, e | 04/12/18 | 10,474,749 | ||||||
Total Asia - Pacific (0.89%) | 126,626,666 | |||||||
North America (8.69%) | ||||||||
Advent Global Technology, L.P. +, a | 06/25/19 | 2,847,819 | ||||||
AEA Investors Fund VII L.P. +, a | 02/08/19 | 4,172,469 | ||||||
American Industrial Partners Capital Fund VII, L.P. +, a | 03/29/19 | 19,589,007 | ||||||
American Industrial Partners Capital Fund VIII, L.P. +, a, e | 07/10/23 | — | ||||||
Apollo Investment Fund IX, L.P +, a, e | 06/01/17 | 33,014,671 | ||||||
Apollo Investment Fund VIII, L.P. +, a, e | 06/28/13 | 3,392,056 | ||||||
Ares Corporate Opportunities Fund IV, L.P. +, a, e | 04/19/12 | 2,740,960 | ||||||
Ares Corporate Opportunities Fund V, L.P. +, a, e | 12/28/15 | 9,449,792 | ||||||
Ares Corporate Opportunities Fund VI, L.P. +, a, e | 06/02/20 | 2,266,523 | ||||||
Avista Capital Partners II, L.P. +, a, e | 01/01/14 | 36,270 | ||||||
Bain Capital Fund XII, L.P. +, a, e | 06/30/17 | 21,342,027 | ||||||
Bain Capital Fund XIII, L.P. +, a | 08/07/20 | 9,198,455 | ||||||
Barings Transportation Fund, L.P. +, a, e | 09/23/21 | 13,422,099 | ||||||
Berkshire Fund IX, L.P. +, a, e | 03/18/16 | 13,498,150 | ||||||
Caltius Partners V-A, L.P. +, a, e | 12/02/14 | 7,119,074 | ||||||
Carlyle Partners VII, L.P. +, a | 11/29/17 | 56,980,201 | ||||||
Carlyle Partners VIII, L.P. +, a, e | 09/10/21 | 4,068,558 | ||||||
Centerbridge Seaport Acquisition Fund, L.P. +, a, e | 04/27/22 | 787,756 | ||||||
Clayton, Dubilier & Rice Fund IX, L.P. +, a, e | 07/31/13 | 8,980,341 | ||||||
Clayton, Dubilier & Rice Fund X, L.P. +, a | 12/13/16 | 28,683,954 | ||||||
Clayton, Dubilier & Rice Fund XI, L.P. +, a, e | 05/15/20 | 15,655,365 | ||||||
Clayton, Dubilier & Rice Fund XII, L.P. +, a, e | 09/02/22 | — | ||||||
Clearlake Capital Partners V, L.P. +, a, e | 12/15/17 | 34,706,575 | ||||||
Clearlake Capital Partners VI, L.P. +, a | 12/10/19 | 22,912,197 | ||||||
Clearlake Capital Partners VII, L.P. +, a | 09/23/21 | 9,217,460 | ||||||
Crescent Mezzanine Partners VI, L.P. +, a, e | 03/30/12 | 554,527 | ||||||
Cressey & Company Fund VII-A, L.P. +, a, e | 06/30/22 | — | ||||||
ECP V, LP +, a, e | 08/19/22 | 2,299,896 | ||||||
Frazier Healthcare Growth Buyout Fund X, L.P. +, a | 03/10/21 | 6,411,429 | ||||||
Genstar AMBA CV, L.P. +, a, e | 04/01/23 | 532,575 | ||||||
Genstar Capital Partners IX, L.P. +, a | 02/21/19 | 22,135,788 | ||||||
Genstar Capital Partners VI, L.P. +, a, e | 09/01/12 | 1,322,402 | ||||||
Genstar Capital Partners VII, L.P. +, a | 06/26/15 | 7,384,806 | ||||||
Genstar Capital Partners VIII, L.P. +, a, e | 03/23/17 | 35,869,563 | ||||||
Genstar Capital Partners X, L.P. +, a | 04/01/21 | 7,862,937 | ||||||
Genstar Capital Partners XI, L.P. +, a, e | 04/26/23 | — | ||||||
Genstar X Opportunities Fund, L.P. +, a | 08/13/21 | 1,819,121 | ||||||
Genstar XI Opportunities Fund, L.P. +, a, e | 04/26/23 | — |
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 –
September 30, 2023 (Unaudited) (continued)
Private Equity Investments (continued) | Acquisition | Fair | ||||||
North America (continued) | ||||||||
GI Data Infrastructure Fund II, L.P. +, a, e | 01/27/23 | $ | — | |||||
GoldPoint Mezzanine Partners IV, L.P. +, a, e | 12/30/15 | 9,400,334 | ||||||
Green Equity Investors IX, L.P. +, a, e | 03/01/22 | 247,025 | ||||||
Green Equity Investors Side VIII, L.P. +, a, e | 10/18/19 | 31,311,830 | ||||||
Gryphon Heritage Partners, L.P. +, a, e | 12/17/20 | 4,365,366 | ||||||
Gryphon Partners V, L.P. +, a, e | 02/23/18 | 10,685,887 | ||||||
Gryphon Partners VI, L.P. +, a, e | 12/17/20 | 9,433,926 | ||||||
Harvest Partners IX, L.P. +, a, e | 09/24/21 | 4,568,927 | ||||||
Harvest Partners VII, L.P. +, a | 12/14/15 | 11,333,791 | ||||||
Harvest Partners VIII, L.P. +, a | 12/19/18 | 23,422,717 | ||||||
Hellman & Friedman Capital Partners VII, L.P. +, a, e | 06/30/14 | 555,042 | ||||||
Hellman & Friedman Capital Partners X, L.P. +, a, e | 05/10/21 | 11,769,634 | ||||||
Hellman & Friedman Capital Partners XI, L.P. +, a, e | 03/31/23 | — | ||||||
HGGC Fund IV, L.P. +, a, e | 04/08/22 | 2,171,750 | ||||||
Icon Partners IV, L.P. +, a, e | 09/01/21 | 6,090,322 | ||||||
Icon Partners V, L.P. +, a, e | 12/27/21 | 7,790,799 | ||||||
Insight Partners XII (Co-Investors), L.P. +, a | 05/14/21 | 1,386,212 | ||||||
Insight Partners XIII, L.P. +, a, e | 12/23/22 | — | ||||||
Insight Venture Partners X, L.P. +, a, e | 07/06/18 | 15,212,899 | ||||||
Insight Venture Partners XI, L.P. +, a, e | 12/17/19 | 7,108,749 | ||||||
Insight Ventures Partners XII, L.P. +, a, e | 05/14/21 | 4,695,494 | ||||||
Jade Equity Investors II, L.P. +, a, e | 03/01/22 | — | ||||||
Khosla Ventures VIII, L.P. +, a, e | 01/06/23 | — | ||||||
KKR Americas Fund XII L.P. +, a, e | 01/31/18 | 30,222,160 | ||||||
KKR Associates Indigo Equity Partners, L.P. +, a, e | 10/01/22 | 1,747,920 | ||||||
KKR North America Fund XI, L.P. +, a, e | 02/01/12 | 3,657,415 | ||||||
KKR North America Fund XIII, SCSP +, a, e | 04/06/21 | 4,605,512 | ||||||
Kleiner Perkins Caufield & Byers XIX LLC +, a | 03/05/20 | 10,941,140 | ||||||
Kohlberg TE Investors IX, L.P. +, a, e | 12/20/19 | 24,801,840 | ||||||
Kohlberg TE Investors VIII, L.P. +, a, e | 08/04/16 | 22,763,179 | ||||||
Leeds Equity Partners VI, L.P. +, a, e | 11/25/16 | 17,572,868 | ||||||
Lerer Hippeau Select Fund III, L.P. +, a | 12/20/19 | 6,666,174 | ||||||
Lerer Hippeau VII, L.P. +, a | 12/20/19 | 3,456,607 | ||||||
Lux Total Opportunities, L.P. +, a | 05/28/21 | 2,051,995 | ||||||
Lux Ventures VII, L.P. +, a | 05/28/21 | 681,938 | ||||||
Lux Ventures VIII, L.P. +, a | 04/03/23 | 240,000 | ||||||
Madison Dearborn Capital Partners VIII, L.P. +, a, e | 03/20/20 | 6,839,426 | ||||||
Mayfield Select III, L.P. +, a, e | 05/01/23 | — | ||||||
Mayfield XVII, L.P. +, a, e | 05/01/23 | — | ||||||
Nautic Partners IX-A, L.P. +, a | 03/12/19 | 8,952,999 | ||||||
Nautic Partners VII-A, L.P. +, a, e | 06/27/14 | 2,969,098 | ||||||
Nautic Partners X-A, L.P. +, a | 07/19/21 | 4,195,750 | ||||||
NEA 18 Venture Growth Equity, L.P. +, a | 12/22/21 | 850,720 | ||||||
New Enterprise Associates 14, L.P. +, a | 05/04/12 | 7,806,642 | ||||||
New Enterprise Associates 17, L.P. +, a | 06/06/19 | 8,633,344 | ||||||
New Enterprise Associates 18, L.P. +, a | 12/22/21 | 984,135 | ||||||
New Mountain Capital V, L.P. +, a, e | 06/29/17 | 36,898,086 | ||||||
New Mountain Partners VI, L.P. +, a, e | 10/16/20 | 16,344,203 | ||||||
New Mountain Partners VII, L.P. +, a, e | 04/06/23 | — | ||||||
NexPhase Capital Fund III-A, L.P. +, a, e | 09/01/16 | 22,102,064 | ||||||
NexPhase Capital Fund V, L.P. +, a, e | 08/04/23 | — | ||||||
Oak Hill Capital Partners IV, L.P. +, a, e | 04/28/17 | 14,103,663 | ||||||
Oak Hill Capital Partners V, L.P. +, a, e | 12/21/18 | 30,771,850 | ||||||
Oak Hill Capital Partners VI, L.P. +, a, e | 02/25/22 | 673,847 | ||||||
Pamlico Capital V, L.P. +, a | 02/03/20 | 2,750,650 |
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 –
September 30, 2023 (Unaudited) (continued)
Private Equity Investments (continued) | Acquisition | Fair | ||||||
North America (continued) | ||||||||
PennantPark Credit Opportunities Fund II, L.P. +, a, e | 08/03/12 | $ | 1,222,785 | |||||
Revelstoke Capital Partners Fund III, L.P +, a, e | 02/23/22 | 4,048,318 | ||||||
Silver Lake Partners IV, L.P. +, a, e | 07/30/12 | 17,061,022 | ||||||
Silver Lake Partners V, L.P. +, a, e | 03/31/17 | 50,295,758 | ||||||
Silver Lake Partners VI, L.P. +, a, e | 06/04/20 | 5,879,634 | ||||||
Silver Lake Partners VII, L.P. +, a, e | 05/26/22 | — | ||||||
Spark Capital Growth Fund IV, L.P. +, a | 10/14/21 | 1,835,428 | ||||||
Spark Capital VII, L.P. +, a | 10/14/21 | 1,111,200 | ||||||
Sumeru Equity Partners Fund, L.P. +, a, e | 04/27/15 | 5,396,478 | ||||||
Summit Partners Growth Equity Fund XI, L.P. +, a, e | 10/01/21 | 1,337,777 | ||||||
TA Select Opportunities Fund II-B, L.P. +, a | 05/27/21 | 1,415,948 | ||||||
TA XIII-B, L.P. +, a | 05/02/19 | 18,978,748 | ||||||
TA XIV-B, L.P. +, a | 05/27/21 | 6,963,453 | ||||||
TCV X, L.P. +, a | 08/31/18 | 13,084,985 | ||||||
TCV XI (A), L.P. +, a | 10/02/20 | 5,578,288 | ||||||
Thompson Street Capital Partners IV, L.P. +, a, e | 12/10/15 | 7,909,925 | ||||||
Thompson Street Capital Partners V, L.P. +, a, e | 05/04/18 | 7,410,137 | ||||||
Thompson Street Capital Partners VI, L.P. +, a, e | 06/11/21 | 7,426,882 | ||||||
TPG Partners IX, L.P. +, a, e | 12/23/22 | 58,758 | ||||||
TPG Partners VII, L.P. +, a, e | 03/01/16 | 5,979,435 | ||||||
TPG Partners VIII, L.P. +, a | 01/31/19 | 11,851,124 | ||||||
Trident IX, L.P. +, a, e | 11/19/21 | 2,256,373 | ||||||
Trident IX, L.P. +, a | 11/19/21 | 5,866,569 | ||||||
Trident VII, L.P. +, a | 09/22/16 | 41,182,729 | ||||||
Trident VIII, L.P. +, a | 04/05/19 | 23,285,735 | ||||||
Vista Equity Partners Fund VII, L.P. +, a, e | 08/31/18 | 20,690,168 | ||||||
Vista Equity Partners Fund VIII, L.P. +, a, e | 04/28/22 | 4,260,161 | ||||||
Vistria Fund II, L.P. +, a, e | 12/19/17 | 12,348,297 | ||||||
Vistria Fund III, L.P. +, a | 06/19/19 | 15,218,969 | ||||||
Vistria Fund IV, L.P. +, a | 03/31/21 | 13,320,213 | ||||||
Warburg Pincus Global Growth 14, L.P. +, a | 01/31/22 | 2,478,794 | ||||||
Warburg Pincus Global Growth, L.P. +, a | 11/20/18 | 11,771,964 | ||||||
Welsh, Carson, Anderson & Stowe XII, L.P. +, a, e | 12/19/14 | 13,692,584 | ||||||
Welsh, Carson, Anderson & Stowe XIII, L.P. +, a | 12/20/18 | 16,408,202 | ||||||
Welsh, Carson, Anderson & Stowe XIV, L.P. +, a | 01/19/22 | 492,777 | ||||||
West Street Offshore Infrastructure Partners IV +, a, e | 11/02/22 | 4,945,936 | ||||||
Windjammer Senior Equity Fund IV, L.P. +, a, e | 02/06/13 | 4,726,533 | ||||||
Total North America (8.69%) | 1,233,902,839 | |||||||
Rest of World (0.78%) | ||||||||
Advent Latin American Private Equity Fund VI-H L.P. +, a | 10/17/14 | 10,547,077 | ||||||
Altra Private Equity Fund II, L.P. +, a, e | 12/07/12 | 1,055,278 | ||||||
Patria - Brazilian Private Equity Fund IV, L.P. +, a | 06/30/11 | 5,494,514 | ||||||
Polish Enterprise Fund VIII, L.P. +, a | 09/15/17 | 93,449,863 | ||||||
Total Rest of World (0.78%) | 110,546,732 | |||||||
Western Europe (3.76%) | ||||||||
Adagia Capital Europe S.L.P. +, a, e | 06/01/21 | 3,412,780 | ||||||
Advent International GPE IX-C, L.P. +, a | 05/31/19 | 27,598,796 | ||||||
Advent International GPE VII-B, L.P. +, a | 07/01/12 | 1,588,551 | ||||||
Advent International GPE VIII-C, L.P +, a | 03/22/16 | 11,492,504 | ||||||
Advent International GPE X (USD) +, a | 05/31/22 | 5,280,842 | ||||||
Apax X USD L.P. +, a, e | 07/16/19 | 19,365,536 | ||||||
APAX XI USD L.P. +, a, e | 06/30/22 | — | ||||||
Astorg Mid-Cap +, a, e | 02/22/21 | 2,342,959 |
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 –
September 30, 2023 (Unaudited) (continued)
Private Equity Investments (continued) | Acquisition | Fair | ||||||
Western Europe (continued) | ||||||||
Astorg VI, FCPI +, a | 06/30/16 | $ | 4,638,632 | |||||
Astorg VIII S.à.r.l. +, a | 12/17/21 | 5,964,651 | ||||||
Axcel VI K/S +, a, e | 02/21/20 | 20,643,826 | ||||||
Axcel VII K/S +, a | 05/17/23 | — | ||||||
Bain Capital Europe Fund IV, L.P. +, a, e | 09/01/14 | 4,453,169 | ||||||
Bain Capital Europe Fund VI, SCSp +, a, e | 06/30/22 | — | ||||||
BC Partners XI, L.P. +, a, e | 12/18/20 | 16,549,347 | ||||||
CapVest Equity Partners III B, L.P. +, a, e | 08/30/13 | 3,635,032 | ||||||
Capvis Equity V L.P. +, a, e | 01/17/18 | 21,708,142 | ||||||
Carlyle Europe Partners IV, L.P. +, a, e | 08/27/13 | 696,246 | ||||||
Carlyle Europe Partners V, L.P. +, a, e | 04/23/18 | 6,569,663 | ||||||
CD&R Value Building Partners I, L.P. +, a, e | 12/17/21 | 7,831,312 | ||||||
Charterhouse Capital Partners XI +, a, e | 11/26/21 | 3,069,479 | ||||||
CVC Capital Partners IX, L.P. +, a, e | 05/12/23 | — | ||||||
CVC Capital Partners VI (A) L.P. +, a, e | 07/05/13 | 6,305,762 | ||||||
CVC Capital Partners VIII, L.P. +, a, e | 06/19/20 | 1,333,633 | ||||||
DPE Deutschland IV +, a, e | 08/24/20 | 3,327,068 | ||||||
EQT IX, L.P. (USD) +, a, e | 05/15/20 | 21,255,602 | ||||||
EQT Mid-Market (No.1) Feeder L.P. +, a, e | 07/01/16 | 14,296,791 | ||||||
EQT X, L.P. (USD) +, a, e | 04/28/22 | 2,756,256 | ||||||
Exponent Private Equity Partners V, L.P. +, a, e | 09/14/23 | — | ||||||
Gilde Buy-Out Fund VI C.V. +, a, e | 06/28/19 | 22,221,674 | ||||||
Graphite Capital Partners IX L.P. +, a | 04/11/18 | 12,303,199 | ||||||
Hg Genesis 10 L.P. +, a | 04/14/22 | 2,509,802 | ||||||
Hg Mercury 4 L.P. +, a, e | 01/12/23 | 65,804 | ||||||
Hg Saturn 3 L.P. +, a | 02/25/22 | 7,268,248 | ||||||
Hg Saturn I L.P. +, a, e | 06/28/18 | 24,527,172 | ||||||
HgCapital 8 L.P. +, a | 12/19/16 | 21,271,149 | ||||||
HgCapital Mercury 2 +, a, e | 02/15/17 | 18,041,649 | ||||||
Index Ventures Growth III (Jersey) L.P. +, a | 03/18/15 | 17,099,651 | ||||||
KKR European Fund V (EUR) SCSp +, a, e | 11/05/18 | 30,549,750 | ||||||
KKR European Fund VI (USD) +, a, e | 11/01/21 | 2,640,312 | ||||||
Livingbridge 7 L.P. +, a, e | 09/04/20 | 11,319,978 | ||||||
MCH Iberian Capital Fund V FCR +, a, e | 12/10/21 | 13,016,815 | ||||||
Nordic Capital Evo GP, SCSp +, a, e | 06/30/21 | 1,538,721 | ||||||
Nordic Capital IX, L.P. +, a, e | 07/18/17 | 38,008,270 | ||||||
Nordic Capital X, L.P. +, a, e | 09/30/20 | 21,351,529 | ||||||
Nordic Capital XI, L.P. +, a, e | 05/01/22 | 2,253,525 | ||||||
Oakley Capital Fund V, SCSp +, a, e | 04/28/22 | 1,408,763 | ||||||
PAI Europe VI-1, L.P. +, a, e | 03/12/15 | 5,302,374 | ||||||
PAI Partners VIII-1 SCSp +, a, e | 12/17/21 | 362,845 | ||||||
Permira VII L.P. +, a | 06/21/19 | 25,060,614 | ||||||
Permira VIII SCSp +, a, e | 02/10/22 | 4,189,574 | ||||||
ProA Capital Iberian Buyout Fund IV, F.C.R. +, a, e | 05/31/23 | — | ||||||
Rivean Capital Fund VII Cooperatief U.A. +, a, e | 05/24/23 | — | ||||||
Sixth Cinven Fund (No.3) L.P. +, a | 05/01/16 | 6,878,950 | ||||||
The Eighth Cinven Fund, L.P. +, a, e | 07/05/22 | — | ||||||
The Paragon Partners Fund IV GmbH & Co. KG +, a, e | 04/29/22 | — | ||||||
The Seventh Cinven Fund, L.P. +, a | 04/16/19 | 29,126,444 |
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 –
September 30, 2023 (Unaudited) (continued)
Private Equity Investments (continued) | Acquisition | Fair | ||||||
Western Europe (continued) | ||||||||
Vitruvian Investment Partnership V +, a | 10/07/22 | $ | 347,845 | |||||
Total Western Europe (3.76%) | 534,781,236 | |||||||
Total Primary Investments (14.12%) | $ | 2,005,857,473 | ||||||
Total Private Equity Investments (Cost $9,553,108,140)(93.00%) | $ | 13,211,286,607 | ||||||
Total Investments (Cost $9,748,583,650)(94.42%) | 13,412,640,692 | |||||||
Other Assets in Excess of Liabilities (5.58%) | 793,682,914 | |||||||
Net Assets (100.00%) | $ | 14,206,323,606 |
* | 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 (the “Securities Act”). These securities may be sold in certain transactions in reliance on an exemption from registration (normally to “qualified institutional buyers” in accordance with Rule 144(a)(1) under the Securities Act). At September 30, 2023, the aggregate value of these securities is $43,074,534 or 0.30% of the Fund’s net assets. |
# | As of September 30, 2023, 1 month EURIBOR was 3.85%. |
## | As of September 30, 2023, 3 month EURIBOR was 3.95%. |
### | As of September 30, 2023, 6 month EURIBOR was 4.13%. |
+ | The fair value of the investment was determined using significant unobservable inputs. |
† | As of September 30, 2023, 1 month Bank Bill Swap Rate was 4.05%. |
†† | As of September 30, 2023, 3 month Bank Bill Swap Rate was 4.14%. |
> | As of September 30, 2023, 1 month Sterling Overnight Interbank Average Rate was 5.19%. |
>> | As of September 30, 2023, 3 month Sterling Overnight Interbank Average Rate was 5.09%. |
>>> | As of September 30, 2023, 6 month Sterling Overnight Interbank Average Rate was 4.75%. |
¤¤ | As of September 30, 2023, 3 month Stockholm Interbank Offered Rate was 4.06%. |
v | As of September 30, 2023, 1 month Secured Overnight Financing Rate was 5.32%. |
vv | As of September 30, 2023, 3 month Secured Overnight Financing Rate was 5.40%. |
vvv | As of September 30, 2023, 6 month Secured Overnight Financing Rate was 5.47%. |
vvvv | As of September 30, 2023, 12 month Secured Overnight Financing Rate was 5.47%. |
a | Private equity investments are generally issued in private placement transactions and as such are generally restricted as to resale. Each investment may have been purchased on various dates and for different amounts. The date of the first purchase is reflected under Acquisition Date as shown in the Schedule of Investments. Total fair value of restricted investments as of September 30, 2023 was $13,211,286,607, or 93.00% of net assets. As of September 30, 2023, the aggregate cost of each investment restricted to resale was $15,568,606, $10,621,500, $26,724,619, $5,581,728, $5,433,284, $48,899,552, $7,817,081, $1,209,388, $22,978,363, $7,228,256, $481,884, $1,927,535, $15,533,913, $126,985,067, $24,784,703, $10,285,568, $36,322,745, $8,255,636, $35,317,661, $150,000, $4,168,272, $17,127,003, $56,634, $114,646,566, $5,604,217, $122,578,028, $94,154, $5,965,574, $27,252,181, $3,120,000, $1,348,750, $3,629,300, $119,978,433, $42,624,450, $7,120,999, $100,002,943, $54,468,803, $57,181,828, $38,614,270, $94,861,790, $103,079,624, $56,985,983, $9,367,970, $47,761,620, $15,617,280, $62,584,962, $122,197,451, $151,690,905, $250,000, $1, $47,583,000, $1,111,078, $9,683,864, $187,500,000, $61,566,000, $252,000, $5,498,850, $78,329,340, $10,129,238, |
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 –
September 30, 2023 (Unaudited) (continued)
$317,827, $172,633, $37,921,966, $22,659,427, $0, $60,480,000, $23,297,435, $15,306,665, $45,225,381, $40,498,701, $38,191,434, $32,126,730, $39,737,979, $1,120,924, $13,722,831, $6,996,130, $3, $1, $1,201,846, $52,454,049, $39,435,675, $7,491,892, $28,417,946, $55,007,013, $14,874,473, $90,509,738, $178,485,000, $31,828,128, $51,287,146, $4,987,424, $71,817,900, $4,632,829, $3,612,204, $22,340,802, $18,765,475, $45,760,200, $2,316,000, $68,399,200, $1,441,200, $7,070,769, $0, $17,510,132, $69,246,328, $6,195,472, $12,009,114, $3,796,283, $264,490, $21,810,718, $402,797, $149,423,941, $89,101,353, $33,206, $83,976,881, $78,503,589, $27,818,080, $14,672,982, $465,142, $60,730,492, $47,337,703, $6,667,123, $26,042,680, $88,276,348, $8,322,183, $745,309, $1,045,423, $3,833,799, $22,020,550, $52,429,641, $9,986,563, $11,664,382, $42,775,568, $92,759,254, $21,615,986, $48,949,162, $17,052,864, $17,052,864, $3,377,868, $18,476,616, $10,318,903, $7,793, $1,564,154, $13,936,692, $40,092,414, $9,770,324, $64,619,159, $15,139,432, $76,735,181, $13,620, $40,775,357, $41,607,840, $5,068,126, $43,509,035, $95,734,502, $93,661,837, $0, $4,759,308, $48,680,396, $1,453,837, $97,483,897, $6,616,483, $115,820,054, $128,682, $1,135,700, $102,497,783, $1,063,586, $5,337,259, $89,653,795, $72,269,707, $1,773, $112,190,937, $88,912, $1,183,250, $6,275,980, $23,877,358, $40,573, $743,011, $247,670, $9,449, $28,347, $33,400,016, $51,322,097, $42,469,064, $2,858,842, $36,261,531, $12,156,155, $302,803, $26,591, $3,389,622, $8,834,459, $56,519,570, $34,731,898, $3,381,170, $936,729, $42,986,878, $26,239,432, $2,458,518, $12,050,615, $1,263,558, $1,465,571, $248, $12,574,904, $102,860, $4,595,634, $10,067,797, $10,186,925, $1,248,135, $1,653,916, $2,141,749, $977,446, $1,833,076, $1,367,189, $2,862,589, $970,250, $6,830,305, $1,566,626, $8,153,166, $2,055,988, $983,487, $972,054, $1,376,316, $1,068,059, $7,049,858, $4,451,304, $118,545, $1,694,821, $2,722,105, $3,890,902, $3,182,971, $1,980,000, $2,238,236, $3,503,115, $5,424,160, $18,619,923, $6,889,957, $1,660,218, $56,042, $183,333, $1,453,498, $4,868,284, $3,840,509, $1,371,171, $2,974,930, $967,148, $934,291, $1,426,208, $6,600, $3,216,498, $1,256,958, $3,269,216, $1,663,983, $1,601,769, $2,820,828, $30,223,513, $1,394,502, $1,177,524, $2,910,854, $8,266,572, $-27,915, $4,458,245, $4,458,628, $3,412,185, $2,865,891, $1,931,895, $962,141, $2,046,536, $11,036,667, $-38,745, $252,032, $1,318,064, $2,238,878, $1,266,139, $28,788,215, $333,153, $2,153,561, $1,658,616, $312,036, $676,114, $829,932, $3,794,037, $1,566,276, $39,319,600, $3,659,733, $3,895,071, $11,446,165, $19,261,102, $2,054,066, $1,083,832, $928,798, $3,336,887, $2,000,000, $472,991, $1,898,256, $949,719, $1,744,673, $1,791,000, $78,950, $5,763,014, $11,764,278, $3,600,000, $4,093,939, $929,980, $1,089,197, $4,724,948, $1,238,175, $971,814, $1,414,859, $19,885,298, $0, $2,940,701, $1,707,546, $234,882, $1,616,070, $964,782, $4,264,417, $1,456,637, $3,168,556, $3,205,015, $4,792,846, $2,544,202, $1,983,578, $3,413,137, $6,577,357, $2,557,027, $1,079,390, $900,000, $3,721,551, $992,123, $1,676,785, $463,906, $2,900,705, $1,860,904, $1,041,268, $2,192,134, $2,112,517, $1,436,471, $45,143, $22,601, $1,892,500, $1,856,854, $2,475,128, $2,889,959, $1,427,300, $2,716,249, $7,492,402, $1,164,441, $10,734,557, $2,392,695, $914,543, $1,902,182, $1,923,772, $1,661,750, $1,171,780, $3,673,190, $1,785,564, $1,987,712, $1,126,889, $2,794,478, $14,793,035, $5,717,575, $2,811,815, $982,114, $2,381,313, $221,231, $13,829,231, $5,796,116, $1,136,835, $2,788,771, $3,762,649, $2,147,826, $301,834, $2,465,415, $924,198, $3,376,050, $4,270,744, $1,961,195, $2,586,802, $3,152,000, $1,853,807, $1,116,838, $714,719, $3,825,898, $791,495, $1,262,972, $1,320,763, $3,103,983, $709,674, $4,551,946, $8,134,000, $2,237,831, $1,329,067, $1,665,919, $4,449,723, $3,331,122, $2,754,339, $1,247,402, $610,963, $20,935,544, $1,397,859, $6,811,726, $15,293,073, $33,823,394, $970,662, $1,664,846, $10,267,166, $-8,711, $1,363,766, $965,579, $3,415,844, $3,592,373, $3,513,461, $2,149,421, $3,808,566, $2,292,874, $1,930,000, $1,260,116, $1,553,436, $1,862,586, $7,093,726, $1,615,857, $2,633,166, $2,198,453, $1,921,052, $675,931, $13,350,049, $2,243,145, $4,558,775, $2,431,599, $1,941,361, $3,730,626, $13,448,586, $2,688,844, $36,080,877, $952,133, $1,177,410, $1,740,227, $7,043,767, $5,953,492, $875,155, $1,132,160, $1,376,554, $1,360,844, $26,168,721, $3,873,943, $8,762,669, $6,912,054, $0, $8,014,285, $3,999,860, $2,577,580, $1,018,553, $3,120,417, $3,152,665, $1,464,551, $1,770,279, $3,048,557, $1,849,191, $1,976,283, $2,935,896, $2,732,229, $6,394,821, $1,260,223, $1,355,176, $2,929,593, $3,010,381, $1,141,833, $2,371,939, $372,572, $28,807,161, $1,474,492, $2,721,442, $10,023,046, $2,330,990, $16,360,459, $15,349,701, $5,460,000, $1,757,325, $14,854,242, $2,727,446, $975,228, $2,709,288, $4,036,054, $1,372,875, $3,834,575, $5,495,594, $1,153,354, $46,804,094, $12,341,990, $1, $53,395, $16,374, $33,073,261, $4,018,773, $1, $79,461, $1, $28,653,746, $18,350,308, $4,595,514, $800,155, $14,425,922, $10,659,725, $1, $18,856,866, $2,902,452, $6,478, $2, $4,714,729, $2,569,506, $581,323, $3,030,856, $443,951, $2,615,171, $2,923,094, $1, $1, $624,545, $60,617,163, $5,593,422, $1, $1, $18,838,204, $24,613,529, $1, $177,718, $1, $31,772,047, $74,295,577, $20,103,801, $1, $122,097,000, $25,950,051, $413,420, $1, $14,173,574, $3, $6,454,540, $1, $49,588, $5,313,113, $6,463,500, $43,968,124, $1,008,832, $1, $8, $413,158, $34,314, $1, $9,327,441, $43,968,431, $31,355,257, $4, $3,184,737, $33,168,354, $2,921,223, $3,702,917, $16,049,759, $1, $1, $1, $892,750, $1,072,196, $3, $26,773,427, $11,670,612, $36,105,556, $3,184,981, $1, $1, $2,683,404, $3, $1, $1, $856,679, $2,178, $10,548, $332,524, $12,740,471, $24,762, $41,331, $1,595,967, $1,537, $2,025,966, $50,171,944, $39,525,874, $8,780,096, $1, $1, $1, $1, $1,047, $32,707,233, $101,953, $1, $380,523, $2,326,146, $34,407,515, $22,475,562, $163,224, $12,177,092, $6,931,991, $2,966,486, $0, $1, $15,583,720, $0, $0, $18,928,896, $0, $7,792,402, $5,327,425, $12,565,043, $1,225,685, $5,580,838, $3,015,514, $8,665,578, $5,548,711, $3,745,134, $2,930,524, $480,968, $7,604,659, $2,365,210, $3,847,253, $12,047,908, $0, $18,442,951, $1, $1, $5,902,033, $1,877,299, $131,223, $10,778,747, $9,350,000, $6,981,488, $4,796,109, $3,055,896, $45,859,095, $4,936,881, $988,701, $1, $471,611, $14,385,103, $0, $1, $14,631,107, $8,868,058, $1, $0, $2,152,318, $5,952,000, $366,220, $7,516,943, $1, $41,192, $2,137,618, $7,613,828, $0, $1,733,819, $0, $0, $5,452,658, $163,477, $26,481,476, $1, $6,008,888, $8,558,145, $4,894,310, $1,086,662, $14,049,623, $1, $10,795,630, $0, $1,763,912, $5,418,253, $7,302,940, $1,301,762, $0, $3,744,384, $4,834,473, $5,383,154, $0, $0, $10,592,804, $1,760,359, $104,609, $4,441,514, $7,020,000, $17,008,275, $3,708,464, $57,048, $4,275,000, $3,375,000, $2,250,000, $643,750, $240,000, $6,099,605, $0, $0, $5,167,223, $372,505, $3,855,761, $1,161,000, $75,001, $7,412,072, $954,000, $81,197, $14,316,638, $0, $1, $0, $911,728, $22,144,904, $821,146, $3,061,673, $1, $3,752,977, $702,812, $26,922,344, $5,632,281, $0, $2,102,625, $1,230,250, $13,321, $1,276,337, $1,443,750, $8,962,500,
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 –
September 30, 2023 (Unaudited) (continued)
$7,590,000, $5,684,532, $6,142,272, $109,820, $1,400,444, $7,639,489, $63,171, $20,524, $8,183,743, $2,320,149, $6,032,388, $15,047,740, $17,497,402, $16,231,402, $3,849,013, $257,148, $11,670,613, $12,787,511, $2,400,000, $8,191,500, $1, $9,660,254, $686,009, $5,020,974, $1, $3,584,202, $2,637,866, $4,737,450, $38,382,171, $2,829,619, $18,844,647, $1, $281,048, $5,490,000, $15,197,225, $0, $2,841,002, $1, $6,498,089, $14,939,896, $0, $340,377, $0, $15,656,009, $1, $13,656,041, $1, $5,227,961, $6,240,671, $2,764,617, $0, $1, $1,226,100, $2,940,227, $18,622,036, $1, $3,128,014, $0, $18,268,291, $9,614,407, $2,494,728, $66,896, $7,104,634, $9,405,911, $1, $1, $1, $25,441,831, $4,031,048, $12,080,461, $10,581,542, $1,375,369, $19,456,353, $17,046,325, $2,787,856, $1,791,658, $1, $510,122, $24,118,422, $4,144,910, $0, $0, $877,484, $0, $0, $24,345,052, $443,558 and $2,070,000, respectively, totaling $9,553,108,140.
b | Represents an affiliated issuer. |
c | Investment does not issue shares. |
d | Non-income producing. |
e | Investment has been committed to but has not been fully funded by the Fund. |
f | Security or a portion thereof is unsettled at September 30, 2023. |
Legend:
£ - British Pound
€ - Euro
BBSY - Bank Bill Swap Rate
E - EURIBOR
Fr. - Swiss Franc
I - Indian Rupee
L - LIBOR
PIK - Payment-in-kind
S - Sterling Overnight Interbank Average Rate
SF - Secured Overnight Financing Rate
SR - Stockholm Interbank Offered Rate
zl - Polish Zloty
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 –
September 30, 2023 (Unaudited) (continued)
A summary of outstanding financial instruments at September 30, 2023 is as follows:
Forward Foreign Currency Contracts | |||||||||||||||||
Settlement Date | Counterparty | Currency | Currency | Value | Unrealized | ||||||||||||
October 3, 2023 | Bank of America | € | 55,700,000 | $ | 59,856,574 | $ | 59,851,813 | $ | (4,761 | ) | |||||||
October 3, 2023 | Bank of America | € | 55,700,000 | $ | 59,846,475 | $ | 59,851,813 | $ | 5,338 | ||||||||
October 3, 2023 | Barclays | $ | 61,132,165 | € | 55,700,000 | $ | 59,851,813 | $ | 1,280,352 | ||||||||
October 3, 2023 | Barclays | $ | 61,132,165 | € | 55,700,000 | $ | 59,851,813 | $ | 1,280,352 | ||||||||
October 4, 2023 | Bank of America | € | 55,700,000 | $ | 59,849,054 | $ | 59,849,440 | $ | 386 | ||||||||
October 4, 2023 | Bank of America | € | 55,700,000 | $ | 59,849,054 | $ | 59,849,440 | $ | 386 | ||||||||
October 4, 2023 | Barclays | $ | 61,135,134 | € | 55,700,000 | $ | 59,849,440 | $ | 1,285,694 | ||||||||
October 4, 2023 | Barclays | $ | 61,135,134 | € | 55,700,000 | $ | 59,849,440 | $ | 1,285,694 | ||||||||
October 11, 2023 | Barclays | $ | 61,155,948 | € | 55,700,000 | $ | 59,868,958 | $ | 1,286,990 | ||||||||
October 11, 2023 | Barclays | $ | 61,155,948 | € | 55,700,000 | $ | 59,868,958 | $ | 1,286,990 | ||||||||
October 11, 2023 | Barclays | € | 55,700,000 | $ | 59,868,175 | $ | 59,868,958 | $ | 783 | ||||||||
October 11, 2023 | Barclays | € | 55,700,000 | $ | 59,867,618 | $ | 59,868,958 | $ | 1,340 | ||||||||
October 18, 2023 | Bank of America | € | 55,700,000 | $ | 59,886,941 | $ | 59,888,413 | $ | 1,472 | ||||||||
October 18, 2023 | Bank of America | € | 55,700,000 | $ | 59,886,401 | $ | 59,888,413 | $ | 2,012 | ||||||||
October 18, 2023 | Barclays | $ | 61,176,758 | € | 55,700,000 | $ | 59,888,413 | $ | 1,288,345 | ||||||||
October 18, 2023 | Barclays | $ | 61,176,758 | € | 55,700,000 | $ | 59,888,413 | $ | 1,288,345 | ||||||||
October 25, 2023 | Barclays | $ | 61,197,172 | € | 55,700,000 | $ | 59,908,906 | $ | 1,288,266 | ||||||||
October 25, 2023 | Barclays | $ | 61,197,172 | € | 55,700,000 | $ | 59,908,906 | $ | 1,288,266 | ||||||||
October 25, 2023 | Barclays | € | 55,700,000 | $ | 59,906,481 | $ | 59,908,906 | $ | 2,425 | ||||||||
October 25, 2023 | Barclays | € | 55,700,000 | $ | 59,906,481 | $ | 59,908,906 | $ | 2,425 | ||||||||
November 1, 2023 | Barclays | $ | 77,754,978 | € | 68,950,000 | $ | 73,093,428 | $ | 4,661,550 | ||||||||
November 1, 2023 | Barclays | $ | 77,748,076 | € | 68,950,000 | $ | 73,093,428 | $ | 4,654,648 | ||||||||
November 1, 2023 | Barclays | $ | 77,748,076 | € | 68,950,000 | $ | 73,093,428 | $ | 4,654,648 | ||||||||
November 1, 2023 | Barclays | $ | 77,754,978 | € | 68,950,000 | $ | 73,093,428 | $ | 4,661,550 | ||||||||
November 7, 2023 | Barclays | $ | 76,695,017 | € | 68,000,000 | $ | 72,108,424 | $ | 4,586,593 | ||||||||
November 7, 2023 | Barclays | $ | 76,695,017 | € | 68,000,000 | $ | 72,108,424 | $ | 4,586,593 | ||||||||
November 8, 2023 | Bank of America | $ | 78,953,525 | € | 70,000,000 | $ | 74,233,203 | $ | 4,720,322 | ||||||||
November 15, 2023 | Bank of America | $ | 78,978,907 | € | 70,000,000 | $ | 74,260,710 | $ | 4,718,197 | ||||||||
December 5, 2023 | Bank of America | $ | 89,955,977 | Fr. | 78,000,000 | $ | 85,901,995 | $ | 4,053,982 | ||||||||
December 5, 2023 | Bank of America | $ | 71,132,717 | zl | 289,600,000 | $ | 66,273,705 | $ | 4,859,012 | ||||||||
December 5, 2023 | Barclays | $ | 80,337,013 | £ | 63,250,000 | $ | 77,250,119 | $ | 3,086,894 | ||||||||
December 5, 2023 | Barclays | $ | 62,959,623 | € | 57,250,000 | $ | 60,783,431 | $ | 2,176,192 | ||||||||
December 5, 2023 | Barclays | $ | 62,961,872 | € | 57,250,000 | $ | 60,783,431 | $ | 2,178,441 | ||||||||
December 6, 2023 | Bank of America | $ | 81,893,583 | Fr. | 71,000,000 | $ | 78,203,710 | $ | 3,689,873 | ||||||||
December 6, 2023 | Bank of America | $ | 62,957,568 | € | 57,250,000 | $ | 60,787,686 | $ | 2,169,882 | ||||||||
December 6, 2023 | Barclays | $ | 62,959,165 | € | 57,250,000 | $ | 60,787,686 | $ | 2,171,479 | ||||||||
December 13, 2023 | Bank of America | $ | 81,951,129 | Fr. | 71,000,000 | $ | 78,280,064 | $ | 3,671,065 | ||||||||
December 13, 2023 | Barclays | $ | 80,340,485 | £ | 63,250,000 | $ | 77,262,513 | $ | 3,077,972 | ||||||||
December 13, 2023 | Barclays | $ | 62,986,868 | € | 57,250,000 | $ | 60,818,232 | $ | 2,168,636 | ||||||||
December 13, 2023 | Barclays | $ | 62,986,410 | € | 57,250,000 | $ | 60,818,232 | $ | 2,168,178 | ||||||||
December 20, 2023 | Bank of America | $ | 62,996,280 | € | 57,250,000 | $ | 60,848,562 | $ | 2,147,718 | ||||||||
December 20, 2023 | Bank of America | $ | 63,000,218 | € | 57,250,000 | $ | 60,848,562 | $ | 2,151,656 | ||||||||
December 20, 2023 | Barclays | $ | 80,323,857 | £ | 63,250,000 | $ | 77,273,129 | $ | 3,050,728 | ||||||||
December 27, 2023 | Bank of America | $ | 80,324,774 | £ | 63,250,000 | $ | 77,284,001 | $ | 3,040,773 | ||||||||
December 27, 2023 | Bank of America | $ | 90,186,151 | Fr. | 78,000,000 | $ | 86,166,488 | $ | 4,019,663 | ||||||||
December 27, 2023 | Bank of America | $ | 71,012,191 | zl | 289,600,000 | $ | 66,170,581 | $ | 4,841,610 | ||||||||
December 27, 2023 | Bank of America | $ | 63,026,714 | € | 57,250,000 | $ | 60,879,145 | $ | 2,147,569 | ||||||||
December 27, 2023 | Bank of America | $ | 63,027,893 | € | 57,250,000 | $ | 60,879,145 | $ | 2,148,748 | ||||||||
January 2, 2024 | Barclays | $ | 60,127,247 | € | 55,700,000 | $ | 59,238,281 | $ | 888,966 | ||||||||
January 2, 2024 | Barclays | $ | 60,127,247 | € | 55,700,000 | $ | 59,238,281 | $ | 888,966 |
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 –
September 30, 2023 (Unaudited) (continued)
Forward Foreign Currency Contracts | |||||||||||||||||
Settlement Date | Counterparty | Currency | Currency | Value | Unrealized | ||||||||||||
January 3, 2024 | Bank of America | $ | 60,131,258 | € | 55,700,000 | $ | 59,242,324 | $ | 888,934 | ||||||||
January 3, 2024 | Bank of America | $ | 60,128,445 | € | 55,700,000 | $ | 59,242,324 | $ | 886,121 | ||||||||
January 10, 2024 | Bank of America | $ | 60,147,650 | € | 55,700,000 | $ | 59,261,812 | $ | 885,838 | ||||||||
January 10, 2024 | Bank of America | $ | 60,147,650 | € | 55,700,000 | $ | 59,261,812 | $ | 885,838 | ||||||||
January 17, 2024 | Bank of America | $ | 60,177,611 | € | 55,700,000 | $ | 59,281,428 | $ | 896,183 | ||||||||
January 17, 2024 | Bank of America | $ | 60,168,153 | € | 55,700,000 | $ | 59,281,428 | $ | 886,725 | ||||||||
January 24, 2024 | Barclays | $ | 60,186,891 | € | 55,700,000 | $ | 59,300,847 | $ | 886,044 | ||||||||
January 24, 2024 | Barclays | $ | 60,186,334 | € | 55,700,000 | $ | 59,300,847 | $ | 885,487 | ||||||||
$ | 118,014,374 |
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 Statement of Assets and Liabilities –
September 30, 2023 (Unaudited)
Assets | ||||
Unaffiliated Private Equity Investments, at fair value (cost $6,063,439,093) | $ | 8,636,184,821 | ||
Affiliated Private Equity Investments, at fair value (cost of $3,489,669,047) | 4,575,101,786 | |||
Common stocks, at fair value (cost $143,284,577) | 151,784,092 | |||
Asset-Backed Securities, at fair value (cost $52,190,933) | 49,569,993 | |||
Cash and cash equivalents | 1,087,978,315 | |||
Cash denominated in foreign currencies (cost $21,366,259) | 21,221,850 | |||
Investment sales receivable | 16,528,036 | |||
Unaffiliated dividends and interest receivable | 16,934,804 | |||
Affiliated interest receivable | 278,725 | |||
Unrealized appreciation on forward foreign currency contracts | 118,019,135 | |||
Other receivable | 942,154 | |||
Prepaid assets | 456,137 | |||
Total Assets | $ | 14,674,999,848 | ||
Liabilities | ||||
Investment purchases payable | 53,847,566 | |||
Distribution, servicing and transfer agency fees payable | 17,333,409 | |||
Unrealized depreciation on forward foreign currency contracts | 4,761 | |||
Repurchase amounts payable for tender offers | 201,089,857 | |||
Due to broker | 130,580,000 | |||
Incentive fee payable | 25,038,919 | |||
Management fees payable | 37,044,018 | |||
Dividends payable | 4,868 | |||
Professional fees payable | 9,500 | |||
Line of credit fees payable | 2,777,500 | |||
Interest expense payable | 311 | |||
Accounting and administration fees payable | 797,870 | |||
Custodian fees payable | 100,066 | |||
Other payable | 47,597 | |||
Total Liabilities | 468,676,242 | |||
Commitments and contingencies (See note 11) | ||||
Net Assets | $ | 14,206,323,606 | ||
Net Assets consists of: | ||||
Paid-in capital | $ | 11,157,688,341 | ||
Distributable earnings (accumulated loss) | 3,048,635,265 | |||
Total Net Assets | $ | 14,206,323,606 | ||
Class A Units | ||||
Net assets | $ | 7,642,609,704 | ||
Units outstanding | 941,066,924 | |||
Net asset value per unit | $ | 8.12 | ||
Class I Units | ||||
Net assets | $ | 6,563,713,902 | ||
Units outstanding | 779,483,050 | |||
Net asset value per unit | $ | 8.42 |
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 Statement of Operations –
For the Six Months Ended September 30, 2023 (Unaudited)
Investment Income | ||||
Dividends from unaffiliated investments (net of $136,901 withholding tax) | $ | 5,038,507 | ||
Dividends from affiliated investments | 52,274,029 | |||
Interest from unaffiliated investments | 89,005,046 | |||
Interest from affiliated investments | 785,048 | |||
Transaction fee income from unaffiliated issuers | 4,717,374 | |||
Transaction fee income from affiliated issuers | 3,711,124 | |||
Other fee income | 779,770 | |||
Total Investment Income | 156,310,898 | |||
Operating Expenses | ||||
Management fees | 112,053,657 | |||
Incentive fees | 66,188,848 | |||
Line of credit fees | 6,842,100 | |||
Professional fees | 5,483,898 | |||
Accounting and administration fees | 2,336,032 | |||
Board of Managers’ fees | 297,500 | |||
Insurance expense | 195,240 | |||
Custodian fees | 5,239 | |||
Distribution and servicing fees | ||||
Class A Units | 26,138,759 | |||
Transfer agency fees | ||||
Class A Units | 635,339 | |||
Class I Units | 424,847 | |||
Other expenses | 382,547 | |||
Total Expenses | 220,984,006 | |||
Net Investment Loss | (64,673,108 | ) | ||
Net Realized Gain (Loss) and Change in Unrealized Appreciation (Depreciation) on Investments, Forward Foreign Currency Contracts and Foreign Currency | ||||
Net realized loss from unaffiliated investments | (4,387,882 | ) | ||
Net realized gain from affiliated investments | 24,153,136 | |||
Net realized gain on foreign currency transactions | 660,531 | |||
Net realized loss on forward foreign currency contracts | (77,064,695 | ) | ||
Net realized gain distributions from primary and secondary investments | 53,600,599 | |||
Net change in accumulated unrealized appreciation (depreciation) on: | ||||
Unaffiliated investments | 229,618,830 | |||
Affiliated investments | 251,556,602 | |||
Foreign currency translation | (1,483,769 | ) | ||
Forward foreign currency contracts | 156,534,338 | |||
Net Realized Gain (Loss) and Change in Unrealized Appreciation (Depreciation) on Investments, Forward Foreign Currency Contracts and Foreign Currency | 633,187,690 | |||
Net Increase (Decrease) in Net Assets From Operations | $ | 568,514,582 |
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 Statements of Changes in Net Assets –
For the | For the | |||||||
Increase (decrease) in Net Assets resulting from operations: | ||||||||
Net investment loss | $ | (64,673,108 | ) | $ | (161,241,830 | ) | ||
Net realized gain (loss) on investments, foreign currency transactions and forward foreign currency contracts | (3,038,311 | ) | 508,508,309 | |||||
Net change in unrealized appreciation (depreciation) on investments, foreign currency translation and forward foreign currency contracts | 636,226,001 | (22,764,838 | ) | |||||
Net increase in Net Assets resulting from operations | $ | 568,514,582 | $ | 324,501,641 | ||||
Distributions to Members from: | ||||||||
Distributable earnings | — | (400,022,652 | ) | |||||
Total distributions to Members | $ | — | $ | (400,022,652 | ) | |||
Capital transactions (See note 5): | ||||||||
Issuance of common Units | ||||||||
Class A Units | $ | 388,426,205 | $ | 1,044,121,490 | ||||
Class I Units | 347,156,284 | 843,518,134 | ||||||
Reinvestment of common Units | ||||||||
Class A Units | — | 208,403,495 | ||||||
Class I Units | — | 155,757,752 | ||||||
Redemption of common Units | ||||||||
Class A Units | (247,954,983 | ) | (298,021,666 | ) | ||||
Class I Units | (257,660,539 | ) | (541,493,424 | ) | ||||
Exchanges of common Units | ||||||||
Class A Units | (19,457,183 | ) | (33,764,189 | ) | ||||
Class I Units | 19,457,183 | 33,764,189 | ||||||
Total increase in Net Assets resulting from capital transactions | 229,966,967 | $ | 1,412,285,781 | |||||
Total increase in Net Assets | $ | 798,481,549 | $ | 1,336,764,770 | ||||
Net Assets at beginning of period | $ | 13,407,842,057 | $ | 12,071,077,287 | ||||
Net Assets at end of period | $ | 14,206,323,606 | $ | 13,407,842,057 |
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 Cash Flows –
For the Six Months Ended September 30, 2023 (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES | ||||
Net Increase in Net Assets from Operations | $ | 568,514,582 | ||
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 | (481,175,432 | ) | ||
Net change in unrealized appreciation on forward foreign currency contracts | (156,534,338 | ) | ||
Net realized loss from investments, forward foreign currency contracts and foreign currency transactions | 3,038,311 | |||
Purchases of investments | (1,378,874,408 | ) | ||
Proceeds from sales of investments | 1,172,076,972 | |||
Net realized loss on forward foreign currency contracts | (77,064,695 | ) | ||
Net realized gain distributions from primary and secondary investments | 53,600,599 | |||
Amortization of premium and accretion of discount | (7,673,435 | ) | ||
Decrease in investment sales receivable | 5,190,306 | |||
Increase in interest receivable | (4,132,699 | ) | ||
Decrease in dividends receivable | 105,796 | |||
Decrease in due from broker | 32,450,000 | |||
Decrease in other receivable | 3,847,036 | |||
Increase in prepaid assets | (385,720 | ) | ||
Increase in investment purchases payable | 30,435,455 | |||
Increase in dividends payable | 12 | |||
Increase in due to broker | 130,580,000 | |||
Decrease in incentive fees payable | (6,131,962 | ) | ||
Increase in management fees payable | 898,280 | |||
Increase in distribution, servicing and transfer agency fees payable | 501,625 | |||
Decrease in professional fees payable | (547,142 | ) | ||
Increase in line of credit fees payable | 74,067 | |||
Increase in interest expense payable | 80 | |||
Decrease in accounting and administrative fees payable | (4,161,234 | ) | ||
Decrease in custodian fees payable | (213,841 | ) | ||
Decrease in other payable | (12,538 | ) | ||
Net Cash (Used in) Operating Activities | (115,594,323 | ) | ||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Proceeds from issuance of Units | 735,582,489 | |||
Payments for Units redeemed | (516,551,933 | ) | ||
Net Cash Provided by Financing Activities | 219,030,556 | |||
Net change in cash and cash equivalents | 103,436,233 | |||
Effect of exchange rate changes on cash | 660,531 | |||
Cash and cash equivalents at beginning of period(1) | 1,005,103,401 | |||
Cash and cash equivalents at end of period(2) | $ | 1,109,200,165 |
(1) | Balance includes cash and cash equivalents and cash denominated in foreign currencies of $928,781,635 and $76,321,766, respectively. |
(2) | Balance includes cash and cash equivalents and cash denominated in foreign currencies of $1,087,978,315 and $21,221,850, respectively. |
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 Financial Highlights –
Class A | ||||||||||||||||||||||||
Six Months | Year Ended | Year Ended | Year Ended | Year Ended | Year Ended | |||||||||||||||||||
Per Unit Operating Performance:(1) | ||||||||||||||||||||||||
Net asset value, beginning of period | $ | 7.81 | $ | 7.90 | $ | 7.10 | $ | 5.32 | $ | 5.73 | $ | 5.51 | ||||||||||||
Income from investment operations: | ||||||||||||||||||||||||
Net investment loss(2) | (0.05 | ) | (0.12 | ) | (0.24 | ) | (0.20 | ) | (0.10 | ) | (0.05 | ) | ||||||||||||
Net realized and unrealized gains (losses) on investments(2) | 0.36 | 0.27 | 1.52 | 2.09 | (0.14 | ) | 0.55 | |||||||||||||||||
Net increase (decrease) in net assets resulting from operations | 0.31 | 0.15 | 1.28 | 1.89 | (0.24 | ) | 0.50 | |||||||||||||||||
Distributions from: | ||||||||||||||||||||||||
Net investment income | — | — | — | — | — | (0.03 | ) | |||||||||||||||||
Net realized gains | — | (0.24 | ) | (0.48 | ) | (0.11 | ) | (0.17 | ) | (0.25 | ) | |||||||||||||
Total distributions | — | (0.24 | ) | (0.48 | ) | (0.11 | ) | (0.17 | ) | (0.28 | ) | |||||||||||||
Net asset value, end of period | $ | 8.12 | $ | 7.81 | $ | 7.90 | $ | 7.10 | $ | 5.32 | $ | 5.73 | ||||||||||||
Total Return(3)(4) | 3.99 | % | 1.96 | % | 18.12 | % | 36.48 | % | (4.69 | )% | 9.36 | % | ||||||||||||
Ratios and supplemental data: | ||||||||||||||||||||||||
Net assets, end of period in thousands (000’s) | $ | 7,642,610 | $ | 7,228,144 | $ | 6,367,381 | $ | 4,098,863 | $ | 2,705,680 | $ | 2,243,031 | ||||||||||||
Net investment income (loss) to average net assets before Incentive Fee | (0.30 | )%(5) | (1.28 | )% | (1.29 | )% | (1.00 | )% | (0.52 | )% | 0.15 | % | ||||||||||||
Ratio of gross expenses to average net assets, excluding Incentive Fee(6)(7) | 2.55 | %(5) | 2.67 | % | 2.72 | % | 2.77 | % | 2.87 | % | 2.84 | % | ||||||||||||
Ratio of Incentive Fee to average net assets | 0.48 | %(4) | 0.33 | % | 1.88 | % | 2.10 | % | 1.15 | % | 1.12 | % | ||||||||||||
Ratio of gross expenses and Incentive Fee to average net assets(6)(7) | 3.03 | %(5)(8) | 3.00 | % | 4.60 | % | 4.87 | % | 4.02 | % | 3.96 | % | ||||||||||||
Ratio of expense waivers to average net assets | — | %(5) | — | % | — | % | — | % | — | % | — | % | ||||||||||||
Ratio of net expenses and Incentive Fee to average net assets(7) | 3.03 | %(5)(8) | 3.00 | % | 4.60 | % | 4.87 | % | 4.02 | % | 3.96 | % | ||||||||||||
Ratio of net expenses to average net assets, excluding Incentive Fee(7) | 2.55 | %(5) | 2.67 | % | 2.72 | % | 2.77 | % | 2.87 | % | 2.84 | % | ||||||||||||
Portfolio Turnover(4) | 8.89 | % | 10.26 | % | 20.77 | % | 19.36 | % | 13.35 | % | 21.75 | % |
(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) | Not annualized. |
(5) | Annualized. |
(6) | Represents the ratio of expenses to average net assets absent fee waivers and/or expense waivers by/to the Adviser. |
(7) | Ratio does not include expenses of Primary and Secondary Investments. |
(8) | The Incentive Fee and/or organizational expenses are not annualized. |
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 Financial Highlights –
Class I | ||||||||||||||||||||||||
Six Months | Year Ended | Year Ended | Year Ended | Year Ended | Year Ended | |||||||||||||||||||
Per Unit Operating Performance:(1) | ||||||||||||||||||||||||
Net asset value, beginning of period | $ | 8.07 | $ | 8.10 | $ | 7.21 | $ | 5.37 | $ | 5.75 | $ | 5.52 | ||||||||||||
Income from investment operations: | ||||||||||||||||||||||||
Net investment income (loss)(2) | (0.02 | ) | (0.07 | ) | (0.19 | ) | (0.16 | ) | (0.06 | ) | (0.01 | ) | ||||||||||||
Net realized and unrealized gain (loss) on investments(2) | 0.37 | 0.28 | 1.56 | 2.11 | (0.14 | ) | 0.56 | |||||||||||||||||
Net increase (decrease) in net assets from operations | 0.35 | 0.21 | 1.37 | 1.95 | (0.20 | ) | 0.55 | |||||||||||||||||
Distributions from: | ||||||||||||||||||||||||
Net investment income (loss) | — | — | — | — | (0.01 | ) | (0.07 | ) | ||||||||||||||||
Net realized gains (losses) | — | (0.24 | ) | (0.48 | ) | (0.11 | ) | (0.17 | ) | (0.25 | ) | |||||||||||||
Total distributions | — | (0.24 | ) | (0.48 | ) | (0.11 | ) | (0.18 | ) | (0.32 | ) | |||||||||||||
Net asset value, end of period | $ | 8.42 | $ | 8.07 | $ | 8.10 | $ | 7.21 | $ | 5.37 | $ | 5.75 | ||||||||||||
Total Return after Incentive Fee(3)(4) | 4.35 | % | 2.68 | % | 18.95 | % | 37.44 | % | (4.00 | )% | 10.14 | % | ||||||||||||
Ratio and Supplemental Data: | ||||||||||||||||||||||||
Net assets, end of period in thousands (000’s) | $ | 6,563,714 | $ | 6,179,698 | $ | 5,703,697 | $ | 3,688,456 | $ | 2,312,841 | $ | 1,997,140 | ||||||||||||
Net investment income (loss) to average net assets before Incentive Fee(5)(6) | 0.40 | %(7) | (0.57 | )% | (0.56 | )% | (0.29 | )% | 0.20 | % | 0.86 | % | ||||||||||||
Ratio of gross expenses to average net assets, excluding Incentive Fee(5)(6) | 1.85 | %(7) | 1.96 | % | 2.00 | % | 2.05 | % | 2.13 | % | 2.12 | % | ||||||||||||
Ratio of Incentive Fee to average net assets | 0.48 | %(4) | 0.33 | % | 1.89 | % | 2.12 | % | 1.14 | % | 1.12 | % | ||||||||||||
Ratio of gross expenses and Incentive Fee to average net assets(5)(6) | 2.33 | %(7)(8) | 2.29 | % | 3.89 | % | 4.17 | % | 3.27 | % | 3.24 | % | ||||||||||||
Ratio of expense waivers to average net assets | — | %(7) | — | % | — | % | — | % | — | % | — | % | ||||||||||||
Ratio of net expenses and Incentive Fee to average net assets(6) | 2.33 | %(7)(8) | 2.29 | % | 3.89 | % | 4.17 | % | 3.27 | % | 3.24 | % | ||||||||||||
Ratio of net expenses to average net assets, excluding Incentive Fee(6) | 1.85 | %(7) | 1.96 | % | 2.00 | % | 2.05 | % | 2.13 | % | 2.12 | % | ||||||||||||
Portfolio Turnover | 8.89 | %(4) | 10.26 | % | 20.77 | % | 19.36 | % | 13.35 | % | 21.75 | % |
(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) | Not annualized. |
(5) | Represents the ratio of expenses to average net assets absent fee waivers and/or expense reimbursement by/to the Adviser. |
(6) | Ratio does not include expenses of Primary and Secondary Investments. |
(7) | Annualized. |
(8) | The Incentive Fee and/or organizational expenses are not annualized. |
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)
Notes to Consolidated Financial Statements – September 30, 2023 (Unaudited)
1. Organization
Partners Group Private Equity (Master Fund), LLC (the “Fund”) is a Delaware limited liability company that was organized on August 4, 2008 and commenced operations on July 1, 2009. The Fund is registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), as a non-diversified, closed-end management investment company. 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 the 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 long-term capital appreciation by investing in a 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 Partners Group Revolver Pooling PGPE, LLC (the “Revolver Subsidiary”).
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” and “Class I Units”. In the future the Fund 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 regarding the sales charges that purchasers of Units of the additional class bear, the distribution and service fees, if any, and other class specific expenses, if any, that are charged to holders of Units of the additional class. The Fund has received an exemptive order from the SEC with respect to the Fund’s multi-class structure.
Although Units of each class represent pro rata interests 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.
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”).
In December 2020, the SEC adopted a new rule that provides 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 permits 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” 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 rescinded previously issued guidance, including with respect to the role of a board in determining fair value and the
32
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Notes to Consolidated Financial Statements – September 30, 2023 (Unaudited) (continued)
2. Significant Accounting Policies (continued)
accounting and auditing of fund investments. The Fund was required to comply with the requirements as of September 8, 2022. Effective September 8, 2022 and pursuant to the requirements of Rule 2a-5, the Board designated the Adviser as its “Valuation Designee” to perform fair valuation determinations and approved amended Valuation Procedures. The Adviser has concluded that this update had no material impact on investment valuations, as previously expected.
The Adviser, as Valuation Designee, determines the fair value of the Fund’s Private Equity Investments in conformity with U.S. GAAP and the Fund’s Valuation Procedures. As permitted by the Valuation Procedures, the Adviser values the Fund’s Private Equity Investments in consultation with persons who are employees of the Adviser’s parent company or one of its subsidiaries. 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, considering 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 by a premium or discount. Because of the inherent uncertainty of estimates, fair value determinations based on estimates may differ from the values that would have been used had a ready market for the securities existed, and the differences could be material.
For each of the Fund’s Private Equity Fund Investments (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 any other time. Accordingly, in a typical Private Equity Fund Investment, the Fund expects to realize the value remaining in its investment at the end of the investment’s term through distributions resulting from the liquidation of the remaining assets of the Investee.
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 that is considered most representative of fair value at the end of the reporting period. The fair values of actively traded financial instruments with lock-up restrictions may be discounted.
The fair values of asset-backed securities are determined by price quotations from unaffiliated market makers, 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 employed by the Fund.
33
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Notes to Consolidated Financial Statements – September 30, 2023 (Unaudited) (continued)
2. Significant Accounting Policies (continued)
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 to the same Private Equity Investment held by another client, one of the Adviser’s affiliates, or by a client of one of its affiliates might differ due to differences in accounting, regulatory or other factors applicable to the Fund, such other client or the Adviser’s affiliate.
c. Cash and Cash Equivalents
In the normal course of its business the Fund holds cash, including foreign currencies, in short-term interest-bearing deposit accounts, and short-term U.S. Treasury Bills (“T-Bills”) to provide liquidity pending investment in Private Equity Investments. T-Bills are valued at amortized cost which is close to or a proxy for fair value. At times, the amounts held in these accounts may exceed applicable federally insured limits. The Fund has not experienced any losses in these accounts and does not believe that it is exposed to significant credit risk in 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 September 30, 2023, the Fund’s investments denominated in foreign currencies were as follows:
Currency | Number of | |||
Australian Dollars | 5 | |||
Brazilian Reals | 1 | |||
Canadian Dollars | 7 | |||
Danish Kroner | 1 | |||
Euros | 219 | |||
Indian Rupees | 2 | |||
Japanese Yen | 2 | |||
New Zealand Dollars | 2 | |||
Norwegian Kroner | 2 | |||
Philippine Pesos | 1 | |||
Pounds Sterling | 35 | |||
Swedish Kronor | 4 | |||
Swiss Francs | 7 |
The Fund does not separately state the portion of the results of operations due to fluctuations in foreign exchange rates. They are included with other changes in fair values of the investments during the period.
e. Forward Foreign Currency Exchange Contracts
The Fund may enter forward foreign currency exchange contracts 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 a closing transaction or by the delivery or receipt of the currency. The risk that counterparties may be unable to meet the terms of their contracts and the risk of unanticipated movements in the value of a foreign currency relative to the U.S. Dollar are inherent in forward foreign exchange contracts.
34
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Notes to Consolidated Financial Statements – September 30, 2023 (Unaudited) (continued)
2. Significant Accounting Policies (continued)
During the six months ended September 30, 2023, the Fund entered 152 long/short forward foreign currency exchange contracts. As disclosed in the Consolidated Statement of Assets and Liabilities, the Fund had $118,019,135 in unrealized appreciation and $(4,761) in unrealized depreciation on forward foreign currency exchange contracts. As disclosed in the Consolidated Statement of Operations, the Fund had $(77,064,695) in net realized gains (losses) and $156,534,338 change in net unrealized appreciation (depreciation) on forward foreign currency contracts. The outstanding forward foreign currency exchange contract amounts at September 30, 2023 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 for certain dividends received from foreign securities and Direct Equity Investments for which the ex-dividend date has passed, in which case the dividend is recorded as soon as a Fund is informed that the ex-dividend date has occurred. Interest income, adjusted for the accretion of discounts and amortization of premiums, is recorded on an accrual basis from the settlement date, except for securities with a forward starting effective date, where interest income is recorded on the accrual basis from the effective date.
h. Fund Expenses
The Fund bears all expenses incurred in its conduct of 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.
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.
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 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.
35
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Notes to Consolidated Financial Statements – September 30, 2023 (Unaudited) (continued)
2. Significant Accounting Policies (continued)
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, whether or not distributed to Members, at corporate rates, 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 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 corresponding amounts used for income tax purposes. If the Onshore Subsidiary has a deferred tax asset, consideration is given to whether a valuation allowance is required. The Offshore Subsidiary is not subject to U.S. federal and state income taxes.
The Fund files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Fund is subject to examination by U.S. federal, state, local and foreign jurisdictions, where applicable. As of September 30, 2023, the tax years from 2018 forward remain subject to examination by the major tax jurisdictions in which the Fund is subject to examination.
During the six months ended September 30, 2023 the Fund reclassified $312,167,632 from undistributed net investment income, $(498,838,451) of accumulated net realized gain (loss) on investments and forward foreign currency contracts, $0 of accumulated net unrealized appreciation on investments and 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.
m. Disclosures about Offsetting Assets and Liabilities
The Fund is subject to requirements to disclose information about offsetting assets and liabilities and similar arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position.
36
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Notes to Consolidated Financial Statements – September 30, 2023 (Unaudited) (continued)
2. Significant Accounting Policies (continued)
For financial reporting purposes, the Fund does not offset derivative assets and liabilities that are subject to Master Netting Agreements (“MNA”) or similar arrangements in the Consolidated Statement of Assets and Liabilities. The table below presents the amounts of the Fund’s derivative assets and liabilities as of September 30, 2023: 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 | Financial | Collateral | Net Amount2 | ||||||||||||
Bank of America | $ | 53,719,303 | $ | 4,761 | $ | 53,560,000 | $ | 154,542 | ||||||||
Barclays | 64,299,832 | — | 64,299,832 | — |
Counterparty | Derivative Liabilities | Financial | Collateral | Net Amount3 | ||||||||||||
Bank of America | $ | 4,761 | $ | 4,761 | $ | — | $ | — | ||||||||
Barclays | — | — | — | — |
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 Pronouncements
In March 2020, FASB issued ASU No. 2020-04, Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional guidance to ease the potential accounting burden associated with transitioning away from the London Interbank Offered Rate and other reference rates that are expected to be discontinued. ASU 2020-04 is effective for certain reference rate-related contract modifications that occur during the period March 12, 2020 through December 31, 2022. In March 2021, the administrator for LIBOR announced the extension of the publication of a majority of the USD LIBOR settings to June 30, 2023. The Fund’s Adviser has determined that, as expected, the transition from LIBOR had no material impact on investment valuations. All fund level credit facilities that referenced a LIBOR rate have been amended to reference alternative reference rates since June 30, 2023.
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 is required to comply with Rule 18f-4 and has adopted procedures for investing in derivatives and other transactions in compliance with Rule 18f-4. Rule 18f-4 imposes limits on the amount of derivatives a fund can enter into, eliminates the asset segregation framework previously used by funds to comply with Section 18 of the 1940 Act, treats derivatives as senior securities, and requires 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. The Fund’s Adviser has assessed that this implementation has had no material impact on investment activity.
On June 30, 2022, the FASB issued ASU 2022-03 which clarifies the guidance in ASC 820 on the fair value measurement of an equity security that is subject to a contractual sale restriction and requires specific disclosures related to such an equity security. Under current guidance, stakeholders have observed diversity in practice related to whether contractual sale restrictions should be considered in the measurement of the fair value of equity securities that are subject to such restrictions. On the basis of interpretations of existing guidance and the current illustrative example in ASC 820-10-55-52 of a restriction on the sale of an equity instrument, some entities use a discount for contractual sale restrictions when measuring fair value, while others view the application of such a discount to be inconsistent with the principles of ASC 820. To reduce the diversity in practice and increase the comparability of reported financial information, ASU 2022-03 clarifies this guidance and amends the illustrative example. The amendments in ASU 2022-03 are consistent with the principles of fair value measurement under which an entity is required to consider characteristics of an asset or liability if other market participants would also consider those characteristics when pricing the asset or liability. Specifically, the ASU clarifies that an entity should apply these fair value measurement principles to equity securities that are subject to contractual sale restrictions. The Fund is required to comply with the rules as of December 15, 2023. The Adviser has concluded that this update had no material impact on investment valuations, as previously expected.
37
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Notes to Consolidated Financial Statements – September 30, 2023 (Unaudited) (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 that date, the mean between the closing bid and ask prices the 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 for identical assets in active markets (i.e., not Level 1 inputs). Fair value is determined using 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 public 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 private equity and debt investments, 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 September 30, 2023:
Investments | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Common Stocks | $ | 151,784,092 | $ | — | $ | — | $ | 151,784,092 | ||||||||
Asset-Backed Securities | — | — | 49,569,993 | 49,569,993 | ||||||||||||
Direct Investments: | ||||||||||||||||
Direct Equity | 52,731,672 | 74,297,756 | 8,290,881,268 | 8,417,910,696 | ||||||||||||
Direct Debt | — | — | 1,078,771,379 | 1,078,771,379 | ||||||||||||
Total Direct Investments* | $ | 52,731,672 | $ | 74,297,756 | $ | 9,369,652,647 | $ | 9,496,682,075 | ||||||||
Secondary Investments* | — | — | 1,708,747,059 | 1,708,747,059 | ||||||||||||
Primary Investments* | — | — | 2,005,857,473 | 2,005,857,473 | ||||||||||||
Total Investments | $ | 204,515,764 | $ | 74,297,756 | $ | 13,133,827,172 | $ | 13,412,640,692 |
38
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Notes to Consolidated Financial Statements – September 30, 2023 (Unaudited) (continued)
3. Fair Value Measurements (continued)
Other Financial Instruments | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Assets | ||||||||||||||||
Foreign Currency Exchange Contracts** | $ | 118,019,135 | $ | — | $ | — | $ | 118,019,135 | ||||||||
Total Assets | $ | 118,019,135 | $ | — | $ | — | $ | 118,019,135 | ||||||||
Liabilities | ||||||||||||||||
Foreign Currency Exchange Contracts** | $ | 4,761 | $ | — | $ | — | $ | 4,761 | ||||||||
Total Liabilities | $ | 4,761 | $ | — | $ | — | $ | 4,761 | ||||||||
Total Investments net of Foreign Currency Exchange Contracts | $ | 322,530,138 | $ | 74,297,756 | $ | 13,133,827,172 | $ | 13,530,655,066 |
* | 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, 2023 and September 30, 2023 of those investments in which significant unobservable inputs (Level 3) were used in determining value:
| Balance | Realized | Net Change | Gross | Gross | Net | Net | Balance as of | ||||||||||||||||||||||||
Asset-Backed Securities | $ | 48,265,122 | $ | — | $ | 1,296,553 | $ | — | $ | — | $ | 8,318 | $ | — | $ | 49,569,993 | ||||||||||||||||
Direct Investments: | ||||||||||||||||||||||||||||||||
Direct Equity Investments | $ | 7,782,055,062 | $ | 23,990,099 | $ | 335,286,980 | $ | 281,503,132 | $ | (131,954,005 | ) | $ | — | $ | — | $ | 8,290,881,268 | |||||||||||||||
Direct Debt Investments | 1,054,469,390 | (4,404,369 | ) | 5,678,755 | 149,306,812 | (127,580,224 | ) | 1,301,015 | — | 1,078,771,379 | ||||||||||||||||||||||
Total Direct Investments* | $ | 8,836,524,452 | $ | 19,585,730 | $ | 340,965,735 | $ | 430,809,944 | $ | (259,534,229 | ) | $ | 1,301,015 | $ | — | $ | 9,369,652,647 | |||||||||||||||
Secondary Investments* | 1,641,420,622 | 358,601 | 61,180,936 | 35,829,701 | (30,042,801 | ) | — | — | 1,708,747,059 | |||||||||||||||||||||||
Primary Investments* | 1,888,601,956 | (2,100,988 | ) | 83,229,565 | 125,722,615 | (89,595,675 | ) | — | — | 2,005,857,473 | ||||||||||||||||||||||
Total | $ | 12,414,812,152 | $ | 17,843,343 | $ | 486,672,789 | $ | 592,362,260 | $ | (379,172,705 | ) | $ | 1,309,333 | $ | — | $ | 13,133,827,172 |
* | 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; (iii) 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.
The amount of the net change in unrealized appreciation (depreciation) for the six months ended September 30, 2023 relating to investments in Level 3 assets still held at September 30, 2023 is $513,254,129, which is included as a component of net change in accumulated unrealized depreciation on investments on the Consolidated Statement of Operations.
39
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Notes to Consolidated Financial Statements – September 30, 2023 (Unaudited) (continued)
3. Fair Value Measurements (continued)
The following is a summary of quantitative information about significant unobservable valuation inputs approved by the Adviser for Level 3 Fair Value Measurements for investments held as of September 30, 2023:
Type of Security | Fair Value at | Valuation Technique(s) | Unobservable Input | Range | |||
Asset-Backed Securities | $ | 49,570 | Reported fair value | Reported fair value | n/a | ||
Direct Investments: | |||||||
Direct Equity | $ | 457,998 | Discounted cash flow | Discount factor | 9.19% – 18.20% (13.77%) | ||
7,351,747 | Market comparable companies | Enterprise value to EBITDA multiple | 5.40x – 35.00x (16.82x) | ||||
73,560 | Market comparable companies | Price to book ratio | 1.80x – 1.80x (1.80x) | ||||
90,813 | Exit price | Recent transaction price | n/a | ||||
17,877 | Recent financing/transaction | Recent transaction price | n/a | ||||
15,906 | Replacement cost | Recent transaction price | n/a | ||||
3,328 | Reported fair value | Reported fair value | n/a | ||||
185,229 | Market comparable companies | Enterprise value to sales multiple | 2.20x – 19.80x (9.44x) | ||||
Direct Debt | $ | 565,116 | Broker quotes | Indicative quotes for an inactive market | n/a | ||
447,574 | Discounted cash flow | Discount factor | 9.00% – 33.00% (13.12%) | ||||
31,416 | Market comparable companies | Enterprise value to EBITDA multiple | 7.50x – 13.50x (13.46x) | ||||
2,933 | Recent financing/transaction | Recent transaction price | n/a | ||||
1,553 | Market comparable companies | Enterprise value to sales multiple | 2.80x – 2.80x (2.80x) | ||||
Primary and Secondary Investments | $ | 3,731,329 | Adjusted reported net asset value | Reported net asset value | n/a | ||
(14,347 | ) | 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.
The amounts from Partners Group investment vehicles pertain to non-investment related assets (liabilities) and/or any difference in fair value classification of its underlying investments. In certain cases, this may also include underlying investments that are measured under Level 1 or Level 2 but presented under Level 3 in fair value measurement note since the investments are held under external partnership investments.
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 $1,111,000,000. The Fund anticipates that
40
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Notes to Consolidated Financial Statements – September 30, 2023 (Unaudited) (continued)
4. Revolving Credit Agreement (continued)
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 had been charged a rate of interest per annum that was the aggregate of the applicable margin of 3.25% which was until June 30, 2023, London Interbank Offered Rate (LIBOR), after June 30, 2023, Secured Overnight Financing Rate (SOFR), or, in relation to any loan in Euros, the Euro Interbank Offered Rate (EURIBOR), and a commitment fee of 1.20% per annum on the daily unused portion. For the six months ended September 30, 2023, 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 January 31, 2025.
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 Six Months Ended | For the Year Ended | |||||||||||||||
Units | Dollar Amounts | Units | Dollar Amounts | |||||||||||||
Class A Units | ||||||||||||||||
Sales | 48,802,121 | $ | 388,426,205 | 135,853,171 | $ | 1,044,121,490 | ||||||||||
Reinvestments | — | — | 27,201,779 | 208,403,495 | ||||||||||||
Repurchases | (30,819,407 | ) | (247,954,983 | ) | (39,035,738 | ) | (298,021,666 | ) | ||||||||
Class exchanges | (2,452,531 | ) | (19,457,183 | ) | (4,412,537 | ) | (33,764,189 | ) | ||||||||
Net increase (decrease) | 15,530,183 | $ | 121,014,039 | 119,606,675 | $ | 920,739,130 |
41
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Notes to Consolidated Financial Statements – September 30, 2023 (Unaudited) (continued)
5. Unit Transactions/Subscription and Repurchase of Units (continued)
For the Six Months Ended | For the Year Ended | |||||||||||||||
Units | Dollar Amounts | Units | Dollar Amounts | |||||||||||||
Class I Units | ||||||||||||||||
Sales | 42,159,807 | $ | 347,156,284 | 106,868,476 | $ | 843,518,134 | ||||||||||
Reinvestments | — | — | 19,710,682 | 155,757,752 | ||||||||||||
Repurchases | (30,868,277 | ) | (257,660,539 | ) | (69,322,331 | ) | (541,493,424 | ) | ||||||||
Class exchanges | 2,370,707 | 19,457,183 | 4,283,658 | 33,764,189 | ||||||||||||
Net increase (decrease) | 13,662,237 | $ | 108,952,928 | 61,540,485 | $ | 491,546,651 |
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 six months ended September 30, 2023, the Fund incurred $112,053,657 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 calculating 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 gains or losses, investment income, expenses, while 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 six months ended September 30, 2023, the Fund incurred $66,188,848 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 six months ended September 30, 2023, 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 of the Board (each, a “Manager”) who was not an “interested person” of the Fund, as defined by the Investment Company Act (each, an “Independent Manager”), is paid an annual fee. Effective January 1, 2023, the Fund increased the annual fee paid to each Independent Manager from $140,000 to $150,000. From January 1, 2022 to January 1, 2023, the Fund paid each Independent Manager an annual fee of $140,000. The Fund
42
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Notes to Consolidated Financial Statements – September 30, 2023 (Unaudited) (continued)
6. Management Fees, Incentive Fee and Fees and Expenses of Managers (continued)
pays an additional, annual fee of $10,000 to the Chairman of the Board and the Chairman of the Audit Committee. The Fund also reimburses the expenses of the Independent Managers incurred in connection with their services as Managers. The Managers do not receive any pension or retirement benefits from the Fund.
7. Affiliated Investments
Under Section 2(a)(3) of the Investment Company Act, a portfolio company is considered “affiliated” with the Fund if the Fund owns five percent or more of such portfolio company’s outstanding voting securities. The Fund held at least five percent of the outstanding voting securities of the following portfolio companies as of September 30, 2023:
| Shares/ | Fair Value | Gross | Gross | Realized | Change in | Fair Value | Affiliated | ||||||||||||||||||||||||
Non-Controlled Affiliates | ||||||||||||||||||||||||||||||||
Bock Capital JVCo Nature S.à.r.l. | 12,590,000,000 | $ | 119,970,996 | $ | — | $ | — | $ | — | $ | 48,987,308 | $ | 168,958,304 | $ | — | |||||||||||||||||
Camelia Investment 1 Limited | 6,768,704,045 | 175,522,798 | — | — | — | 29,326,489 | 204,849,287 | — | ||||||||||||||||||||||||
CapitalSpring Finance Company, LLC | 11,676,609 | 10,024,425 | 353,384 | — | — | 116,938 | 10,494,747 | 551,166 | ||||||||||||||||||||||||
CBI Parent, L.P. | 1,145,918 | 55,290,869 | 38,764 | — | — | (20,275,153 | ) | 35,054,480 | — | |||||||||||||||||||||||
Confluent Health Holdings LP(3) | — | 8,502,052 | — | (1,756,579 | ) | — | 1,187,011 | 7,932,484 | — | |||||||||||||||||||||||
Confluent Health, LLC | 30,478 | 58,553,771 | 8,910 | — | — | 8,311,227 | 66,873,908 | — | ||||||||||||||||||||||||
Dermatology Holdings, L.P.(3) | — | 123,530,154 | — | — | — | 13,470,939 | 137,001,093 | — | ||||||||||||||||||||||||
Ecom Express Private Limited(4) | 63,417 | 6,955,017 | — | — | — | 925,442 | 7,880,459 | — | ||||||||||||||||||||||||
ECP Parent, LLC | 105,520,023 | 134,424,811 | — | — | — | (14,523,685 | ) | 119,901,126 | — | |||||||||||||||||||||||
EdgeCore Holdings, L.P.(3) | — | 46,333,333 | 8,135,470 | — | — | 10,017,031 | 64,485,834 | — | ||||||||||||||||||||||||
Encore Holdings LP(3) | — | 59,878,467 | 8,598,696 | — | — | 20,881,623 | 89,358,786 | — | ||||||||||||||||||||||||
EnfraGen LLC | 37,786 | 68,814,259 | — | — | — | 5,587,948 | 74,402,207 | — | ||||||||||||||||||||||||
EQT Jaguar Co-Investment SCSp(3) | — | 118,778,917 | — | (61,506,473 | ) | 25,328,358 | (28,103,161 | ) | 54,497,641 | — | ||||||||||||||||||||||
Green DC LuxCo Sarl | 19,595,288 | 76,874,783 | 6,738,723 | — | — | 17,012,824 | 100,626,330 | — | ||||||||||||||||||||||||
Icebox Holdco I Inc(3) | — | 62,801,819 | — | — | — | 400,043 | 63,201,862 | — | ||||||||||||||||||||||||
Icebox Parent LP(3) | — | 142,209,239 | — | — | — | 34,346,159 | 176,555,398 | — | ||||||||||||||||||||||||
Idera, Inc. | 1,238,627 | 1,191,675 | 297 | (6,352 | ) | 3 | 45,262 | 1,230,885 | 57,207 | |||||||||||||||||||||||
Idera Parent L.P.(3) | — | 235,094,054 | — | — | — | 48,835,370 | 283,929,424 | — | ||||||||||||||||||||||||
KPOCH Holdings, L.P.(3) | — | 197,028,562 | — | — | — | (7,147,500 | ) | 189,881,062 | — | |||||||||||||||||||||||
KPSKY Holdings L.P.(3) | — | 63,907,232 | — | — | — | 19,417,177 | 83,324,409 | — | ||||||||||||||||||||||||
Luxembourg Investment Company 285 S.à.r.l.(5) | 14,865,773 | 47,705,259 | — | — | — | (2,645,304 | ) | 45,059,955 | — |
43
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Notes to Consolidated Financial Statements – September 30, 2023 (Unaudited) (continued)
7. Affiliated Investments (continued)
| Shares/ | Fair Value | Gross | Gross | Realized | Change in | Fair Value | Affiliated | ||||||||||||||||||||||||
Luxembourg Investment Company 293 S.à.r.l. | 9,789,622 | $ | 41,718,233 | $ | 3,211,736 | $ | — | $ | — | $ | 1,819,829 | $ | 46,749,798 | $ | — | |||||||||||||||||
Luxembourg Investment Company 314 S.à.r.l.(5) | 192,000 | 1 | — | — | — | — | 1 | — | ||||||||||||||||||||||||
Luxembourg Investment Company 404 S.à r.l. | 145,800 | 2,593,133 | 13,033,709 | (93,072 | ) | — | 2,343,433 | 17,877,203 | — | |||||||||||||||||||||||
Luxembourg Investment Company 414 S.à r.l. | 12,316,087 | 100,897,070 | — | (14,090,091 | ) | (1,177,948 | ) | 6,977,101 | 92,606,132 | — | ||||||||||||||||||||||
Luxembourg Investment Company 430 S.à r.l. | 52,594,635 | 86,706,433 | — | — | — | (11,889,159 | ) | 74,817,274 | — | |||||||||||||||||||||||
May Co-Investment S.C.A. | 1,059,375 | 64,107,397 | — | — | — | 20,731,996 | 84,839,393 | — | ||||||||||||||||||||||||
MHS Acquisition Holdings, LLC | 35,641 | 969,995 | — | — | — | (25,497 | ) | 944,498 | — | |||||||||||||||||||||||
MHS Blocker Purchaser L.P.(3) | — | 74,999,298 | — | — | — | (1,971,412 | ) | 73,027,886 | — | |||||||||||||||||||||||
OHCP IV SF COI, L.P.(3) | — | 52,652,424 | 30,695 | — | — | 9,460,807 | 62,143,926 | — | ||||||||||||||||||||||||
Orbiter Investments S.à.r.l. | 8,087,643 | 180,264,244 | 93,940,247 | — | — | (3,604,668 | ) | 270,599,823 | — | |||||||||||||||||||||||
Partners Group Satellite HoldCo S.à.r.l. | 14,993,879 | 53,808,850 | — | — | — | (1,249,321 | ) | 52,559,529 | — | |||||||||||||||||||||||
Partners Group Satellite Warehouse S.C.S. | — | 1,461,859 | 2,007 | — | — | (202,860 | ) | 1,261,006 | — | |||||||||||||||||||||||
Partners Terra Pte. Ltd. | 5,486,085 | 4,968,343 | 1,080,143 | — | — | 219,851 | 6,268,337 | — | ||||||||||||||||||||||||
PG BRPC Investment, LLC | 32,079 | 83,240,775 | — | — | — | 5,039,335 | 88,280,110 | — | ||||||||||||||||||||||||
PG Delta Holdco, LLC | 38,855 | 56,758,170 | 7,904,000 | — | — | 12,233,601 | 76,895,771 | — | ||||||||||||||||||||||||
PG Esmeralda Pte. Ltd. | 5,937,034 | 46,742,170 | 1,475,400 | (79,081 | ) | — | (2,703,059 | ) | 45,435,430 | — | ||||||||||||||||||||||
PG Investment Company 1 S.à r.l. | 12,822,040 | 99,982,982 | — | — | — | (3,191,229 | ) | 96,791,753 | — | |||||||||||||||||||||||
PG Investment Company 18 S.à.r.l. | 126,506,634 | 127,351,249 | 21,772 | (37,332 | ) | 2,642 | 29,755,497 | 157,093,828 | — | |||||||||||||||||||||||
PG Investment Company 24 S.à.r.l. | 102,259,540 | 121,102,332 | — | — | — | 22,415,768 | 143,518,100 | — | ||||||||||||||||||||||||
PG Lion Management Warehouse S.C.S(3)(5) | — | 700,087 | — | — | — | (292,128 | ) | 407,959 | — | |||||||||||||||||||||||
PG TLP S.à r.l. | 6,473,126 | 101,424,592 | — | — | — | 10,055,479 | 111,480,071 | — | ||||||||||||||||||||||||
PG Wave Limited | 53,215,581 | 73,041,328 | — | — | — | 6,533,255 | 79,574,583 | — |
44
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Notes to Consolidated Financial Statements – September 30, 2023 (Unaudited) (continued)
7. Affiliated Investments (continued)
| Shares/ | Fair Value | Gross | Gross | Realized | Change in | Fair Value | Affiliated | ||||||||||||||||||||||||
Pharmathen GP S.à r.l. | 110,300 | $ | 1 | $ | — | $ | — | $ | — | $ | — | $ | 1 | $ | — | |||||||||||||||||
Pharmathen Topco S.à r.l. | 98,937,978 | 107,607,991 | — | — | — | 27,628,526 | 135,236,517 | — | ||||||||||||||||||||||||
Polyusus Lux XVI S.à.r.l. | 289,102,341 | 4,687,426 | — | — | — | (2,017,325 | ) | 2,670,101 | — | |||||||||||||||||||||||
Root JVCo S.à r.l. | 11,049,750 | 106,407,042 | — | — | — | (12,219,528 | ) | 94,187,514 | — | |||||||||||||||||||||||
Safe Fleet Holdings LLC(6) | 3,841,500 | 3,791,811 | 1,143 | (19,500 | ) | 81 | 76,666 | 3,850,201 | 176,675 | |||||||||||||||||||||||
SnackTime PG Holdings, Inc. | 12 | 43,763,165 | — | — | — | (20,754,975 | ) | 23,008,190 | — | |||||||||||||||||||||||
Specialty Pharma Holdings LP(3) | — | 133,140,783 | — | (5,820 | ) | — | 14,599,375 | 147,734,338 | — | |||||||||||||||||||||||
Strider Investment 2 | 278,539 | — | 302,803 | — | — | 774,659 | 1,077,462 | — | ||||||||||||||||||||||||
Strider Investment 3 | 24,476 | — | 26,591 | — | — | (683 | ) | 25,908 | — | |||||||||||||||||||||||
Strider Topco S.a.s. | 60,170,180 | — | 68,743,651 | — | — | 24,351,677 | 93,095,328 | — | ||||||||||||||||||||||||
Sunsure Energy Private Limited | 2,409,419 | 9,637,675 | — | — | — | — | 9,637,675 | — | ||||||||||||||||||||||||
SureWerx Topco, L.P.(3) | — | 52,920,539 | — | — | — | 1,370,084 | 54,290,623 | — | ||||||||||||||||||||||||
Surfaces SLP (SCSp)(3) | — | 36,858,430 | — | — | — | (2,854,300 | ) | 34,004,130 | — | |||||||||||||||||||||||
Thermostat Purchaser, L.P.(3) | — | 72,485,016 | — | — | — | 4,901,285 | 77,386,301 | — | ||||||||||||||||||||||||
WHCG Purchaser, Inc. | 1,544,000 | — | 1,553,436 | — | — | — | 1,553,436 | — | ||||||||||||||||||||||||
WHCG Purchaser, Inc.(3) | — | — | 2,316,000 | — | — | 20,397 | 2,336,397 | — | ||||||||||||||||||||||||
WHCG Purchaser, LP(3) | — | 14,861,436 | — | — | — | (2,293,493 | ) | 12,567,943 | — | |||||||||||||||||||||||
Zenith Longitude Limited | 26,838,037 | 384,917,110 | — | (478,400 | ) | — | (69,117,645 | ) | 315,321,065 | 52,274,029 | ||||||||||||||||||||||
Total Non-Controlled Affiliates | $ | 4,159,961,882 | $ | 217,517,577 | $ | (78,072,700 | ) | $ | 24,153,136 | $ | 253,095,327 | $ | 4,576,655,222 | $ | 53,059,077 |
(1) | Gross additions may include increases in the cost basis of investments resulting from new portfolio investments, the accretion of discounts and the exchange of one or more existing securities for one or more new securities. |
(2) | Gross reductions may include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales and the exchange of one or more existing securities for one or more new securities. |
(3) | Investment does not issue shares. |
(4) | This investment is associated with PG Esmeralda Pte. Ltd. |
(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 monthly fee that is based upon the average net assets of the Fund, fees on portfolio transactions, as well as reasonable out of pocket expenses. For the six months ended September 30, 2023, the Fund incurred $2,336,032 in administration and accounting fees due to the Administrator.
45
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Notes to Consolidated Financial Statements – September 30, 2023 (Unaudited) (continued)
9. Investment Transactions
Total purchases of investments for the six months ended September 30, 2023 amounted to $1,378,874,408. Total distribution proceeds from sale, redemption, or other disposition of investments for the six months ended September 30, 2023 amounted to $1,172,076,972. The cost of investments for U.S. federal income tax purposes is adjusted for items of taxable income allocated to the Fund from such investments. The Fund relies upon actual and estimated tax information provided by the managers of the Private Equity Fund Investments as to the amounts of taxable income allocated to the Fund as of September 30, 2023.
10. Indemnification
In the normal course of business, the Fund may enter contracts that provide general indemnification. The Fund’s maximum exposure under these agreements is dependent on future claims that may be made against the Fund under such agreements, and therefore cannot be established; however, based on management’s experience, the risk of loss from such claims is considered remote.
11. Commitments
As of September 30, 2023, the Fund had funded $13,615,374,127 or 88.4% of the $15,405,295,543 of its total commitments to Private Equity Investments. With respect to its (i) Direct Investments it had funded $9,960,459,433 of $10,500,810,164 in total commitments, (ii) Secondary Investments it had funded $1,899,556,625 of $2,244,539,705 in total commitments, and (iii) Primary Investments it had funded $1,755,358,069 of $2,659,945,674 in total commitments, in each case, as of September 30, 2023.
12. Risk Factors
An investment in the Fund involves significant risks, including industry risk, liquidity risk, interest rate risk and economic conditions risk. These risks should be carefully considered prior to investing and should only be considered by investors 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. The performance of investments in the sector may have a significant impact on the performance of the Fund. The Fund’s 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.
The impairment or failure of one or more banks with whom the Fund, an underlying fund or their portfolio companies transacts may inhibit the Fund, an underlying fund or their portfolio companies’ ability to access depository accounts. In such cases, the Fund or an underlying fund or portfolio company may be forced to delay or forgo investments or other business opportunities or initiatives, resulting in lower Fund performance. In the event of such a failure of a banking institution where the Fund, an underlying fund or portfolio company holds depository accounts, access to such accounts could be restricted and U.S. Federal Deposit Insurance Corporation (“FDIC”) protection may not be available for balances in excess of amounts insured by the FDIC. In such instances, the Fund, an underlying fund or their portfolio companies may not recover such excess, uninsured amounts.
46
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Notes to Consolidated Financial Statements – September 30, 2023 (Unaudited) (continued)
12. Risk Factors (continued)
The failure of certain financial institutions, namely banks, may increase the possibility of a sustained deterioration of financial market liquidity, or illiquidity at clearing, cash management and/or custodial financial institutions. The failure of a bank (or banks) with which the Fund, an underlying fund or their portfolio companies have a commercial relationship could adversely affect, among other things, the Fund, underlying fund or one of their portfolio company’s ability to pursue key strategic initiatives, including by affecting the Fund, an underlying fund or portfolio company’s ability to borrow from financial institutions on favorable terms.
Additionally, if the sponsor of an underlying fund, or a portfolio company, has a commercial relationship with a bank that has failed or is otherwise distressed, the underlying fund and/or its portfolio companies may experience issues receiving financial support from the sponsor to support its operations or consummate transactions, to the detriment of their business, financial condition and/or results of operations.
13. Tax Information
As of September 30, 2023, 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 | |||||||
Tax Cost | $ | 10,493,931,692 | $ | 3,154,769,335 | ||||
Gross unrealized appreciation | 4,215,331,453 | 118,019,135 | ||||||
Gross unrealized depreciation | (551,259,678 | ) | (4,761 | ) | ||||
Net unrealized investment appreciation | $ | 3,664,071,775 | $ | 118,014,374 |
The tax cost of the Fund’s investments as of September 30, 2023, approximates their amortized cost.
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.
47
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Fund Expenses — for the period from April 1, 2023 through September 30, 2023 (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. The following two examples - the first based on the Fund’s actual returns and expenses for the six-month period and the second, for comparison purposes, based on hypothetical Fund return of 5% and the Fund’s actual expense ratio - are 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 examples are based on an investment of $1,000 at the beginning of a six-month period and held through the year ended September 30, 2023.
Actual Example: The first section of the table below provides information about actual account values and actual expenses for the Fund during the period. 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), and 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 reports provided by managers of the other funds to their investors.
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) or 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 be higher.
Partners Group Private Equity (Master Fund), LLC | ||||||||||||||||
| Beginning | Ending | Expenses Paid | Annualized Net | ||||||||||||
Actual | ||||||||||||||||
Class A Shares | $ | 1,000.00 | $ | 1,039.90 | $ | 17.91 | 3.50 | % | ||||||||
Class I Shares | $ | 1,000.00 | $ | 1,043.50 | $ | 14.36 | 2.80 | % |
| Beginning | Ending | Expenses Paid | Annualized Net | ||||||||||||
Hypothetical (5% annual return before expenses) | ||||||||||||||||
Class A Shares | $ | 1,000.00 | $ | 1,007.51 | $ | 17.62 | 3.50 | % | ||||||||
Class I Shares | $ | 1,000.00 | $ | 1,011.01 | $ | 14.13 | 2.80 | % |
(*) | Expenses are calculated using to the Fund’s annualized expense ratio for the indicated Class, multiplied by the average account value over the period, multiplied by 183/365 (to reflect the six-month period). The Example assumes that the $1,000 was invested at the net asset value per share determined at the opening of business on April 1, 2023. |
(**) | Annualized ratio of expenses to average net assets for the period from April 1, 2023 through September 30, 2023. The expense ratio includes the effect of expenses waived or reimbursed by the Fund’s investment adviser. |
48
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.
49
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(b) Not applicable.
ITEM 2. CODE OF ETHICS.
Not applicable.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
Not applicable.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Not applicable.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable.
��
ITEM 6. INVESTMENTS.
(a) Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the Report to Shareholders filed under Item 1(a) of this Form.
(b) | Not applicable. |
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
(a) | Not applicable. |
(b) | Not applicable. |
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
Not applicable.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There have been no material changes to the procedures by which the shareholders may recommend nominees to the registrant's board of managers, where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 CFR 229.407), or this Item.
ITEM 11. CONTROLS AND PROCEDURES.
(a) The registrant's principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the "1940 Act") (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)).
(b) There was no change in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
ITEM 12. DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 13. EXHIBITS.
(a)(1) | 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: | December 6, 2023 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By (Signature and Title)* | /s/ Robert M. Collins | ||
Robert M. Collins, President & | |||
Chief Executive Officer | |||
(Principal Executive Officer) | |||
Date: | December 6, 2023 | ||
By (Signature and Title)* | /s/ Brian Igoe | ||
Brian Igoe, Chief Financial Officer | |||
(Principal Financial Officer) | |||
Date: | December 6, 2023 |
* | Print the name and title of each signing officer under his or her signature. |