PARTNERS GROUP PRIVATE EQUITY (MASTER FUND), LLC
(a Delaware Limited Liability Company)
Semi-Annual Report
For the Six Months Ended September 30, 2016
(Unaudited)
![](https://capedge.com/proxy/N-CSRS/0001398344-16-021575/fp0022777_i.jpg)
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Table of Contents
For the Six Months Ended September 30, 2016 (Unaudited)
Consolidated Schedule of Investments | 1-8 |
Consolidated Statement of Assets, Liabilities and Members' Equity | 9 |
Consolidated Statement of Operations | 10 |
Consolidated Statements of Changes in Members' Equity | 11 |
Consolidated Statement of Cash Flows | 12 |
Consolidated Financial Highlights | 13 |
Notes to Consolidated Financial Statements | 14-23 |
Other Information | 24-25 |
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Consolidated Schedule of Investments –
September 30, 2016 (Unaudited)
INVESTMENT PORTFOLIO AS A PERCENTAGE OF TOTAL MEMBERS’ EQUITY
Percentages as a percentage of total investments are as follows:
![](https://capedge.com/proxy/N-CSRS/0001398344-16-021575/fp0022777_1.jpg)
Common Stocks (3.04%) Communication (0.22%) | Acquisition Date | Geographic Region a | | Shares | | | Fair Value | |
Crown Castle International Corp. | 02/10/16 | North America | | | 27,000 | | | $ | 2,543,940 | |
Eutelsat Communications SA | 09/22/16 | Western Europe | | | 100,000 | | | | 2,069,311 | |
Total Communication (0.22%) | | | | | | | | | 4,613,251 | |
| | | | | | | | | | |
Diversified Financial Services (1.05%) | | | | | | | | | | |
Ares Capital Corp. | 02/10/16 | North America | | | 202,000 | | | | 3,131,000 | |
Gimv N.V. | 02/10/16 | Western Europe | | | 41,500 | | | | 2,200,525 | |
HgCapital Trust PLC | 02/10/16 | Western Europe | | | 175,980 | | | | 3,321,968 | |
ICG Graphite Enterprise Trust PLC | 02/10/16 | Western Europe | | | 298,107 | | | | 2,461,484 | |
KKR & Co. L.P. | 02/10/16 | North America | | | 182,000 | | | | 2,593,500 | |
New Mountain Finance Corp. | 02/10/16 | North America | | | 227,000 | | | | 3,123,520 | |
Onex Corporation | 02/10/16 | North America | | | 36,000 | | | | 2,309,228 | |
Wendel SA | 02/10/16 | Western Europe | | | 19,000 | | | | 2,214,511 | |
Total Diversified Financial Services (1.05%) | | | | | | | | | 21,355,736 | |
| | | | | | | | | | |
Social Infrastructure (0.19%) | | | | | | | | | | |
HICL Infrastructure Co. Ltd. | 03/24/16 | Western Europe | | | 1,735,000 | | | | 3,820,261 | |
Total Social Infrastructure (0.19%) | | | | | | | | | 3,820,261 | |
| | | | | | | | | | |
Transportation (0.45%) | | | | | | | | | | |
Flughafen Zuerich AG | 07/01/16 | Western Europe | | | 12,500 | | | | 2,446,128 | |
Union Pacific Corp. | 06/24/16 | North America | | | 26,500 | | | | 2,584,280 | |
Vinci SA | 02/10/16 | Western Europe | | | 54,500 | | | | 4,170,072 | |
Total Transportation (0.45%) | | | | | | | | | 9,200,480 | |
| | | | | | | | | | |
Utilities (1.13%) | | | | | | | | | | |
American Water Works Co., Inc. | 02/10/16 | North America | | | 39,000 | | | | 2,918,370 | |
APA Group | 02/11/16 | Asia - Pacific | | | 313,000 | | | | 2,035,629 | |
Atmos Energy Corp. | 02/10/16 | North America | | | 56,000 | | | | 4,169,200 | |
Brookfield Infrastructure Partners, L.P. | 02/10/16 | North America | | | 45,150 | | | | 1,564,899 | |
Cheung Kong Infrastructure Holdings Ltd. | 02/11/16 | Asia - Pacific | | | 375,000 | | | | 3,225,166 | |
Enbridge, Inc. | 02/10/16 | North America | | | 56,500 | | | | 2,479,199 | |
Hydro One Ltd. | 02/10/16 | North America | | | 170,000 | | | | 3,350,711 | |
National Grid PLC | 02/10/16 | Western Europe | | | 237,000 | | | | 3,359,996 | |
Total Utilities (1.13%) | | | | | | | | | 23,103,170 | |
| | | | | | | | | | |
Total Common Stocks (Cost $58,282,393) (3.04%) | | | | | | | | $ | 62,092,898 | |
The accompanying notes are an integral part of these Consolidated Financial Statements.
1
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Consolidated Schedule of Investments –
September 30, 2016 (Unaudited) (continued)
Private Equity Investments (86.04%) Direct Investments * (63.05%) Direct Equity (32.99%) | Investment Type | Acquisition Date | Geographic Region a | | Shares | | | Fair Value ** | |
AcGen Island Intermediate Holdings II, Inc. (DE) b | Common equity | 12/03/15 | North America | | | 1,189 | | | $ | 1,085,966 | |
Affordable Care Holding Corp. b | Common equity | 10/22/15 | North America | | | 89,928 | | | | 8,952,656 | |
AP Georgia Holdings, L.P. b | Common equity | 05/21/13 | North America | | | 70,000 | | | | 11,804,663 | |
AP VIII Prime Security Serviced Holdings, L.P. b, c | Limited partnership interest | 05/02/16 | North America | | | — | | | | 11,854,788 | |
Argan Mauritius Limited b | Common equity | 05/09/16 | Asia - Pacific | | | 104,935 | | | | 10,493,500 | |
Astorg Co-Invest Kerneos, FCPI b, c | Common equity | 03/20/14 | Western Europe | | | — | | | | 19,492,214 | |
Astorg Co-Invest SGG b | Common equity | 02/10/16 | Western Europe | | | 780,000 | | | | 13,869,776 | |
Au Housing Finance Limited b | Common equity | 06/23/16 | Asia - Pacific | | | 5,901,231 | | | | 19,121,169 | |
Aurora Products Group, LLC b, c, d | Member interest | 06/29/12 | North America | | | — | | | | 10,632 | |
AX IV SAIC Holding III ApS b | Common equity | 09/23/16 | Western Europe | | | 203,688,000 | | | | 15,364,383 | |
Brilliant Circle Holdings International Ltd. b | Common equity | 04/14/11 | Asia - Pacific | | | 12,448,515 | | | | 1,958,271 | |
CapitalSpring Finance Company, LLC b | Preferred equity | 10/03/14 | North America | | | 190,267 | | | | 89,625 | |
Capvis IV Co- Investors Faster L.P. b, c | Common equity | 09/24/14 | Western Europe | | | — | | | | 16,973,168 | |
Carlyle Retail Turkey Partners, L.P. b, c | Limited partnership interest | 07/11/13 | Rest of World | | | — | | | | 6,512,922 | |
CB Herff Jones Buyer HoldCo. / Varsity Brands Holding Co. b | Common equity | 12/11/14 | North America | | | 9,836,554 | | | | 15,132,216 | |
CB Poly Holdings, LLC b | Preferred equity | 08/16/16 | North America | | | 171,270 | | | | 17,127,003 | |
CCM Mezzanine Co-Invest Limited Partnership b, c | Limited partnership interest | 01/23/13 | Western Europe | | | — | | | | 51,787 | |
CD&R Univar Co-Investor II L.P. b, c | Limited partnership interest | 11/15/10 | North America | | | — | | | | 2,645,611 | |
Centauro Co-Investment Fund, L.P. b, c | Limited partnership interest | 11/28/13 | Rest of World | | | — | | | | 570,939 | |
Desserts LLC b | Preferred equity | 02/08/16 | North America | | | 7,989 | | | | 9,390,560 | |
DLJSAP BookCO, LLC b, c | Member interest | 04/23/10 | Rest of World | | | — | | | | 438,736 | |
ECP Holding Company, LLC b | Preferred equity | 03/15/16 | North America | | | 8,172,727 | | | | 8,990,000 | |
EQT Marvin Co-Investment Limited Partnership b, c | Limited partnership interest | 07/20/10 | Western Europe | | | — | | | | 2,767,573 | |
Eurodrip Co-Investment Fund I, L.P. b, c | Limited partnership interest | 03/18/13 | Western Europe | | | — | | | | 3,485,412 | |
EXW Coinvest L.P. b, c | Limited partnership interest | 06/17/16 | North America | | | — | | | | 35,113,445 | |
Fermo Limited b | Common equity | 04/24/12 | Asia - Pacific | | | 5,600,000 | | | | 8,307,961 | |
Fermo Limited b | Preferred equity | 04/24/12 | Asia - Pacific | | | 323,690 | | | | 323,690 | |
GC Athena Co-invest, L.P. b, c | Limited partnership interest | 06/16/16 | North America | | | — | | | | 10,874,179 | |
Gemini Global Holdings Investor, LLC b, c | Member interest | 06/17/11 | North America | | | — | | | | 2,955,873 | |
Global Blue Investment & Co S.C.A. b | Common equity | 07/31/12 | Western Europe | | | 60,000 | | | | 5,759,717 | |
Global Blue Investment & Co S.C.A. b | Preferred equity | 07/31/12 | Western Europe | | | 5,940,000 | | | | 5,122,758 | |
Goldcup Merger Sub, Inc. b | Common equity | 05/02/16 | North America | | | 5,648,649 | | | | 5,648,649 | |
GTS II Cayman Corporation b | Common equity | 07/24/13 | Rest of World | | | 2,824 | | | | 3,816,026 | |
Hogan S.a r.l. b | Common equity | 12/22/11 | Western Europe | | | 272,221 | | | | 1 | |
Hogan S.a r.l. b | Preferred equity | 12/22/11 | Western Europe | | | 1,810,271 | | | | 4,756,925 | |
Huntress Co-Investment L.P., 1 b, c | Limited partnership interest | 04/08/16 | Asia - Pacific | | | — | | | | 38,102,078 | |
IG Igloo Holdings, Inc. b | Common equity | 05/11/16 | North America | | | 9,058 | | | | 30,000,000 | |
Kaffee Partner Holding GmbH b | Common equity | 05/28/10 | Western Europe | | | 1,237 | | | | 1,370,426 | |
KKBS Holdings, LLC b, c, d | Member interest | 12/17/10 | North America | | | — | | | | 10,272 | |
KKR Matterhorn Co-Invest L.P. b, c | Limited partnership interest | 11/02/12 | Western Europe | | | — | | | | 4,740,505 | |
KLFS Holdings, L.P. b, c | Limited partnership interest | 12/16/10 | North America | | | — | | | | 713,730 | |
KOUS Holdings, Inc. b | Common equity | 08/21/15 | North America | | | 10,950,000 | | | | 10,950,000 | |
Kowloon Co-Investment, L.P. b, c | Limited partnership interest | 11/04/15 | Asia - Pacific | | | — | | | | 2,613,268 | |
KSBR Holding Corp. b | Common equity | 08/24/12 | North America | | | 819,160 | | | | 347,736 | |
LTS Group Holdings, LLC b | Common equity | 08/07/15 | North America | | | 11,026 | | | | 22,278,715 | |
NDES Holdings, LLC b, c | Member interest | 09/19/11 | North America | | | — | | | | 6,119,575 | |
NTS Holding Corporation, Inc. b | Common equity | 11/21/13 | North America | | | 2,672 | | | | 2,038,649 | |
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, 2016 (Unaudited) (continued)
Private Equity Investments (continued) Direct Investments * (continued) Direct Equity (continued) | Investment Type | Acquisition Date | Geographic Region a | | Shares | | | Fair Value ** | |
Peer 1 S.A. b | Common equity | 11/17/11 | Western Europe | | | 3,827,171 | | | $ | 391,950 | |
PMP 2 S.A. b | Common equity | 02/26/16 | Western Europe | | | 85,312 | | | | 38,803,049 | |
Polaris Investment Holdings, L.P b, c | Limited partnership interest | 06/07/16 | North America | | | — | | | | 16,815,000 | |
QOL Meds Holding Company, LLC b | Common equity | 12/05/13 | North America | | | 15,750,000 | | | | 26,927,240 | |
Quadriga Capital IV Investment Holding II L.P. b, c | Limited partnership interest | 09/09/16 | Western Europe | | | — | | | | 16,103,565 | |
Quick Service Restaurant Group Private Limited b | Common equity | 09/30/11 | Asia - Pacific | | | 855,277 | | | | 1,195,217 | |
R&R Co-Invest FCPR b, c | Common equity | 07/05/13 | Western Europe | | | — | | | | 32,461,402 | |
S-Evergreen Holding Corp. b | Common equity | 07/17/12 | North America | | | 226,635 | | | | 113,949 | |
S.TOUS, S.L b | Common equity | 10/06/15 | Western Europe | | | 622 | | | | 13,568,484 | |
Silver Lake Sumeru Marlin Co-Invest Fund, L.P. b, c | Limited partnership interest | 05/14/12 | North America | | | — | | | | 3,259,557 | |
Snacks Parent Corporation b, c, d | Preferred equity | 05/23/13 | North America | | | — | | | | 17,655 | |
SPH GRD Holdings, LLC b | Common equity | 06/18/13 | North America | | | 1,152,321 | | | | 15,857,091 | |
Spring Topco Limited b | Common equity | 11/24/10 | North America | | | 10,005 | | | | 291,029 | |
THL Equity Fund VI Investors (BKFS), L.P. b, c | Limited partnership interest | 12/30/13 | North America | | | — | | | | 26,213,809 | |
Valhalla Co-Invest L.P. b, c | Limited partnership interest | 01/18/11 | Western Europe | | | — | | | | 3,380,291 | |
VAT Group AG b | Common equity | 04/14/16 | Western Europe | | | 655,272 | | | | 55,534,961 | |
Velocity Holdings Corp. b | Common equity | 08/06/12 | North America | | | 3,749,777 | | | | 14,624,319 | |
WP Mustang Co-Invest-C, L.P. b, c | Limited partnership interest | 08/12/14 | North America | | | — | | | | 7,734,711 | |
| | | | | | | | | $ | 673,441,027 | |
Direct Debt (30.06%) | | Interest | | Acquisition Date | Maturity Date | Investment Type | Geographic Region a | | Principal | | | Fair Value ** | |
ABILITY Network, Inc. b | | Libor (1.00% floor) + 5.00% | | 06/04/14 | 05/16/21 | Senior | North America | | $ | 7,595,000 | | | $ | 7,534,603 | |
ABILITY Network, Inc. b | | Libor (1.00% floor) + 8.25% | | 06/04/14 | 05/16/22 | Second Lien | North America | | | 11,500,000 | | | | 11,341,875 | |
Acrisure LLC b | | Libor (1.00% floor) + 9.00% | | 02/26/16 | 11/19/22 | Second Lien | North America | | | 36,448,000 | | | | 36,448,000 | |
Affordable Care Holding Corp. b | | Libor (1.00% floor) + 8.50% | | 10/22/15 | 04/22/23 | Second Lien | North America | | | 16,861,500 | | | | 16,861,500 | |
AI Alabama B.V. b | | Libor (1.00% floor) + 8.00% | | 07/10/15 | 07/06/23 | Second Lien | Western Europe | | | 6,374,927 | | | | 6,374,927 | |
Alpha Bidco SAS b | | Euribor + 4.75% | | 02/12/16 | 12/11/22 | Senior | Western Europe | | | 17,100,000 | | | | 19,500,387 | |
Ascensus, Inc. b | | Libor (1.00% floor) + 4.50% | | 12/07/15 | 12/03/22 | Senior | North America | | | 19,660,235 | | | | 19,561,934 | |
Ascensus, Inc. b | | Libor (1.00% floor) + 9.00% | | 12/04/15 | 12/03/23 | Second Lien | North America | | | 27,540,000 | | | | 27,540,000 | |
Astro AB Borrower, Inc. b | | Libor (1.00% floor) + 4.50% | | 05/22/15 | 05/22/22 | Second Lien | North America | | | 7,677,799 | | | | 7,677,799 | |
AutoForm Engineering GmbH b | | Euribor + 4.75% | | 07/22/16 | 07/21/23 | Senior | Western Europe | | | 5,577,000 | | | | 6,280,890 | |
AutoForm Engineering GmbH b | | 4.75% | | 07/22/16 | 07/21/23 | Senior | Western Europe | | | 3,306,603 | | | | 3,314,870 | |
CapitalSpring Finance Company, LLC b | | 2.00% + 11.25% PIK | | 10/03/14 | 10/02/19 | Mezzanine | North America | | | 20,609,756 | | | | 21,096,947 | |
CDRH Parent, Inc. b | | Libor (1.00% floor) + 8.00% | | 08/06/14 | 07/01/22 | Second Lien | North America | | | 10,000,000 | | | | 7,150,000 | |
CFS 811 B.V. b | | Euribor (0.75% floor) + 7.25% | | 06/12/15 | 06/21/21 | Senior | Western Europe | | | 775,000 | | | | 870,639 | |
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, 2016 (Unaudited) (continued)
Private Equity Investments (continued) Direct Investments * (continued) | | | | | | | | | |
Direct Debt (continued) | Interest | Acquisition Date | Maturity Date | Investment Type | Geographic Region a | | Principal | | | Fair Value ** | |
CFS 811 B.V. b | Euribor (0.75% floor) + 7.25% | 06/12/15 | 06/12/21 | Senior | Western Europe | | $ | 10,695,000 | | | $ | 12,014,811 | |
Diamond Parent Holdings, Corp. b | Libor (1.00% floor) + 6.75% | 04/29/16 | 04/15/22 | Senior | North America | | | 21,276,675 | | | | 21,276,675 | |
Evergreen ACQCO1 L.P. b | 10.25% | 07/17/12 | 07/11/22 | Mezzanine | North America | | | 6,325,000 | | | | 6,325,000 | |
Global Tel*Link Corporation b | Libor (1.25% floor) + 7.75% | 06/13/13 | 12/14/17 | Second Lien | North America | | | 10,300,000 | | | | 23,078,275 | |
Global Tel*Link Corporation b | Libor (1.25% floor) + 3.75% | 05/04/12 | 12/14/17 | Senior | North America | | | 3,929,384 | | | | 3,816,434 | |
Goldcup Merger Sub, Inc. b | Libor (1.00% floor) + 9.25% | 05/02/16 | 05/02/24 | Second Lien | North America | | | 41,800,000 | | | | 41,800,000 | |
Interstate Hotels Holding b | Libor (1.00% floor) + 4.75% | 05/18/16 | 05/03/22 | Senior | North America | | | 30,000,000 | | | | 29,850,000 | |
Kahuna Bidco Pty Limited b | BBSY + 5.00% + 3.50% PIK | 09/30/11 | 12/31/18 | Mezzanine | Asia - Pacific | | | 6,078,056 | | | | 4,694,207 | |
Knightrider S.a.r.l. b | Libor (1.00% floor) + 3.50% | 09/25/13 | 08/14/20 | Senior | Western Europe | | | 9,703,051 | | | | 9,406,327 | |
KSBR Holding Corp. b | 11.00% | 08/24/12 | 08/27/22 | Mezzanine | North America | | | 6,384,001 | | | | 6,384,000 | |
Lary 3 AB b | Euribor + 5.00% | 08/09/16 | 07/20/23 | Senior | Western Europe | | | 9,170,000 | | | | 10,404,635 | |
Learning Care Group (US) No.2, Inc. b | Libor (1.00% floor) + 4.50% | 06/24/14 | 05/05/21 | Senior | North America | | | 5,932,625 | | | | 5,945,617 | |
Lightower b | 12.00% PIK | 08/11/15 | 08/12/25 | Mezzanine | North America | | | 5,833,090 | | | | 5,862,255 | |
Lightower b | 10.00% | 08/11/15 | 04/11/20 | Mezzanine | North America | | | 6,942,764 | | | | 6,942,764 | |
LTI Holdings, Inc. b | Libor (1.00% floor) + 9.25% | 06/01/15 | 05/27/22 | Second Lien | North America | | | 10,925,000 | | | | 9,914,438 | |
National Surgical Hospitals, Inc. b | Libor (1.00% floor) + 9.00% | 06/01/15 | 06/01/23 | Second Lien | North America | | | 9,450,000 | | | | 9,450,000 | |
Netsmart Technologies Holding b | Libor (1.00% floor) + 9.50% | 05/05/16 | 10/19/23 | Second Lien | North America | | | 22,725,000 | | | | 22,497,750 | |
NTS Holding Corporation, Inc b | Libor (1.00% floor) + 6.00% | 06/19/15 | 06/12/21 | Senior | North America | | | 8,794,224 | | | | 8,794,224 | |
Onex Wizard Acquisition Company II S.C.A. b | Euribor (1.00% floor) + 3.25% | 03/19/15 | 03/19/22 | Senior | Western Europe | | | 7,141,250 | | | | 8,078,670 | |
Onex Wizard Acquisition Company II S.C.A. b | Libor (1.00% floor) + 3.25% | 03/27/15 | 03/27/22 | Senior | Western Europe | | | 2,364,000 | | | | 2,370,075 | |
Peer Holding B.V b | Euribor + 4.50% | 02/25/16 | 02/25/22 | Senior | Western Europe | | | 16,394,813 | | | | 18,747,964 | |
Pet Holdings ULC b | Libor (1.00% floor) + 5.50% | 07/08/16 | 07/01/22 | Senior | North America | | | 9,060,000 | | | | 9,082,650 | |
Photonis Technologies S.A.S. b | Libor (1.00% floor) + 7.50% | 09/27/13 | 09/18/19 | Second Lien | Western Europe | | | 8,603,125 | | | | 7,742,813 | |
Plano Molding Company, LLC b | Libor (1.00% floor) + 6.00% | 05/12/15 | 05/12/21 | Second Lien | North America | | | 8,415,000 | | | | 8,393,750 | |
Prime Security Services Borrower, LLC b | Libor (1.00% floor) + 9.25% | 05/02/16 | 05/13/23 | Second Lien | North America | | | 11,850,000 | | | | 11,850,000 | |
Springer Science+Business Media Finance BV b | Libor (1.00% floor) + 3.50% | 06/25/15 | 08/14/20 | Senior | Western Europe | | | 10,714,375 | | | | 10,386,725 | |
Stiphout Finance, LLC b | Libor (1.00% floor) + 3.75% | 10/30/15 | 10/26/22 | Senior | Asia - Pacific | | | 7,101,338 | | | | 7,089,365 | |
Stiphout Finance, LLC b | Libor (1.00% floor) + 8.00% | 10/30/15 | 10/26/23 | Second Lien | Asia - Pacific | | | 8,346,836 | | | | 8,263,368 | |
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, 2016 (Unaudited) (continued)
Private Equity Investments (continued) Direct Investments * (continued) | | | | | | | |
Direct Debt (continued) | Interest | Acquisition Date | Maturity Date | Investment Type | Geographic Region a | | Principal | | | Fair Value ** | |
Strategic Partners, Inc. b | Libor (1.00% floor) + 5.25% | 07/20/16 | 06/30/23 | Senior | North America | | $ | 13,440,000 | | | $ | 13,515,600 | |
Tierpoint LLC b | Libor (1.00% floor) + 8.75% | 04/18/16 | 12/02/22 | Second Lien | North America | | | 18,000,000 | | | | 17,415,000 | |
Verisure Cayman 2 b | Euribor + 3.50% | 01/13/16 | 10/21/22 | Senior | Western Europe | | | 36,000,000 | | | | 41,081,351 | |
WP CPP Holdings, LLC b | Libor (1.00% floor) + 3.50% | 02/10/16 | 12/27/19 | Senior | North America | | | 19,845,361 | | | | 19,498,067 | |
| | | | | | | | | | | | 613,527,181 | |
Total Direct Investments (63.05%) | | | | | | | | $ | 1,286,968,208 | |
Secondary Investments * (14.60%) | Acquisition Date | Geographic Region a | | Fair Value | |
3i Eurofund Vb, L.P. b | 09/30/09 | Western Europe | | $ | 4,082,780 | |
3i Growth Capital B, L.P. b | 10/01/14 | Western Europe | | | 574,071 | |
Abingworth Bioventures III, L.P. b | 09/30/15 | Western Europe | | | 70,033 | |
Abingworth Bioventures V Co-Investment Growth Equity Fund, L.P. b | 06/30/12 | Western Europe | | | 320,118 | |
Abingworth Bioventures V, L.P. b | 06/30/12 | Western Europe | | | 398,319 | |
Advent International GPE VI, L.P. b | 09/30/10 | Western Europe | | | 2,950,542 | |
Apax Europe VI - A, L.P. b | 07/01/11 | Western Europe | | | 170,347 | |
Apax Europe VII - B, L.P. b | 04/30/11 | Western Europe | | | 278,580 | |
Apollo Investment Fund IV, L.P. b | 07/01/10 | North America | | | 6,105 | |
Apollo Investment Fund VI, L.P. b | 07/01/10 | North America | | | 480,284 | |
Apollo Investment Fund VII, L.P. b | 07/01/10 | North America | | | 521,015 | |
Apollo Overseas Partners (Delaware) VII, L.P. b | 10/01/09 | North America | | | 212,542 | |
Ares Corporate Opportunities Fund III, L.P. b | 10/01/09 | North America | | | 259,037 | |
Astorg V FCPR b | 09/30/15 | Western Europe | | | 3,354,027 | |
Astorg VI, FCPI b | 06/30/16 | Western Europe | | | 376,567 | |
Bain Capital Fund VIII, L.P. b | 12/31/15 | North America | | | 91,361 | |
Bain Capital Fund X, L.P. b | 06/30/11 | North America | | | 19,061,536 | |
Bain Capital IX Co-Investment Fund, L.P. b | 12/31/15 | North America | | | 80,759 | |
Bain Capital Partners IX, L.P. b | 12/31/15 | North America | | | 416,995 | |
Bain Capital VIII Co-Investment Fund, L.P. b | 12/31/15 | North America | | | 21,337 | |
Bain Capital X Co-Investment Fund, L.P. b | 06/30/11 | North America | | | 826,231 | |
Baring Asia Private Equity Fund IV, L.P. b, e | 11/24/09 | Asia - Pacific | | | 534,538 | |
BC European Capital IX, L.P. b | 09/30/14 | Western Europe | | | 4,113,478 | |
Bertram Growth Capital II-A, L.P. b | 09/30/15 | North America | | | 3,372,745 | |
Blackstone Capital Partners V-S, L.P. b | 11/30/10 | North America | | | 136,479 | |
Blackstone Capital Partners V/F, L.P. b | 08/18/11 | North America | | | 1,092,426 | |
Candover 2005 Fund, L.P. b | 04/06/10 | Western Europe | | | 333,376 | |
Carlyle Europe Partners II, L.P. b | 12/28/12 | Western Europe | | | 65,731 | |
Carlyle Europe Partners III, L.P. b | 12/28/12 | Western Europe | | | 5,925,452 | |
Carlyle Japan International Partners II, L.P. b | 12/28/12 | Asia - Pacific | | | 4,313,282 | |
Carlyle Partners IV, L.P. b | 06/30/10 | North America | | | 204,264 | |
Carlyle Partners V, L.P. b | 09/22/09 | North America | | | 610,822 | |
Carlyle Partners V/B, L.P. b | 08/18/11 | North America | | | 3,042,644 | |
CCP IX L.P. No.2 b | 09/30/14 | Western Europe | | | 1,424,184 | |
Clayton, Dubilier & Rice Fund VII L.P. b | 06/30/11 | North America | | | 3,379,550 | |
Clayton, Dubilier & Rice Fund VIII, L.P. b | 03/29/12 | North America | | | 12,154,086 | |
CVC Capital Partners Asia Pacific III, L.P. b | 01/11/13 | Asia - Pacific | | | 1,293,605 | |
CVC European Equity Partners Tandem Fund (A), L.P. b | 07/12/10 | Western Europe | | | 986,521 | |
CVC European Equity Partners V, L.P. b | 07/12/10 | Western Europe | | | 2,639,476 | |
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, 2016 (Unaudited) (continued)
Private Equity Investments (continued) Secondary Investments* (continued) | Acquisition Date | Geographic Region a | | Fair Value | |
Duke Street VI US No. 1 Limited Partnership b | 11/20/09 | Western Europe | | $ | 225,059 | |
ESP Golden Bear b | 09/30/16 | Western Europe | | | 26,755,030 | |
Fourth Cinven Fund, L.P. b | 04/16/10 | Western Europe | | | 95,164 | |
Frazier Healthcare VI, L.P. b | 06/30/12 | North America | | | 1,387,582 | |
FS Equity Partners V, L.P. b | 08/07/12 | North America | | | 1,255,961 | |
Galileo III FCPR b | 09/30/15 | Western Europe | | | 194,552 | |
Genstar Capital Partners IV, L.P. b | 09/30/15 | North America | | | 8,687 | |
Genstar Capital Partners V, L.P. b | 09/30/15 | North America | | | 1,241,439 | |
Graphite Capital Partners VI, L.P. b | 09/30/15 | Western Europe | | | 398,486 | |
Graphite Capital Partners VII Top-Up b | 09/30/15 | Western Europe | | | 76,958 | |
Graphite Capital Partners VII, L.P. b | 09/30/15 | Western Europe | | | 386,040 | |
Gryphon Partners 3.5, L.P. b | 05/21/13 | North America | | | 7,063,881 | |
Gryphon Partners IV L.P. b | 02/08/16 | North America | | | 18,421,545 | |
H.I.G. Bayside Debt & LBO Fund II, L.P. b | 12/30/10 | North America | | | 1,447,110 | |
Harvest Partners V, L.P. b | 09/30/11 | North America | | | 241,834 | |
Harvest Partners VII, L.P. b | 09/30/11 | North America | | | 255,515 | |
Hellman & Friedman Capital Partners VI, L.P. b | 12/31/12 | North America | | | 1,875,254 | |
Hellman & Friedman Capital Partners VII, L.P. b, e | 06/30/14 | North America | | | 2,785,746 | |
Highstar Capital III Prism Fund, L.P. b | 07/01/10 | North America | | | 1,221,722 | |
Index Ventures II (Jersey), L.P. b | 09/30/15 | Western Europe | | | 3,422 | |
Indigo Capital V, L.P. b | 09/30/15 | Western Europe | | | 1,067,658 | |
Industri Kapital 1997 Fund b | 09/30/15 | Western Europe | | | 1,437 | |
Industri Kapital 2000, L.P. b | 09/30/15 | Western Europe | | | 4,345 | |
Investcorp Private Equity 2007 Fund, L.P. b | 03/31/11 | North America | | | 2,179,726 | |
Investcorp Technology Partners III (Cayman), L.P. b | 08/19/11 | North America | | | 2,175,959 | |
Irving Place Capital Investors II, L.P. b | 03/22/10 | North America | | | 24,841 | |
Irving Place Capital Partners III, L.P. b | 12/21/09 | North America | | | 21,264 | |
Italian Private Equity Fund IV, L.P. b | 01/29/16 | Western Europe | | | 177,992 | |
Jerusalem Venture Partners IV, L.P. b | 09/30/15 | Asia - Pacific | | | 35,850 | |
KKR European Fund III, L.P. b | 11/01/10 | Western Europe | | | 4,957,829 | |
Lightyear Fund II, L.P. b | 09/30/13 | North America | | | 2,689,194 | |
Madison Dearborn Capital Partners V, L.P. b | 03/31/11 | North America | | | 2,395,493 | |
Madison Dearborn Capital Partners VI-C, L.P. b | 05/31/11 | North America | | | 790,922 | |
MidOcean Partners III, L.P. b, e | 06/30/11 | North America | | | 2,894,506 | |
Monomoy Capital Partners II, L.P. b | 09/30/15 | North America | | | 1,233,537 | |
Montagu III, L.P. b | 12/09/09 | Western Europe | | | 21 | |
Nexit Infocom 2000 Fund L.P. b | 09/30/15 | Western Europe | | | 6,072 | |
Oak Investment Partners XII, L.P. b | 06/28/12 | North America | | | 906,816 | |
PAI Europe V b | 09/30/14 | Western Europe | | | 1,402,629 | |
Palladium Equity Partners III, L.P. b | 08/02/10 | North America | | | 328,889 | |
Pamlico Capital GP I, LLC b | 03/31/14 | North America | | | 1 | |
Pamlico Capital GP II, LLC b, e | 03/31/14 | North America | | | 27,444 | |
Pamlico Capital II, L.P. b | 03/31/14 | North America | | | 6,387,489 | |
Pamlico Capital Secondary Fund, L.P. b | 03/31/14 | North America | | | 11,575 | |
Permira Europe I, L.P.1B b | 11/29/13 | Western Europe | | | 43,584 | |
Permira Europe II, L.P. b | 11/29/13 | Western Europe | | | 32,270 | |
Permira Europe III, L.P. b | 09/30/13 | Western Europe | | | 403,942 | |
Permira IV, L.P. b, e | 06/30/11 | Western Europe | | | 8,703,485 | |
Providence Equity Partners IV, L.P. b | 06/30/11 | North America | | | 11,651 | |
Providence Equity Partners V, L.P. b | 06/30/11 | North America | | | 256,053 | |
Providence Equity Partners VI -A, L.P. b | 06/30/11 | North America | | | 11,694,769 | |
Providence Equity Partners VII-A, L.P. b | 06/30/13 | North America | | | 1,490,649 | |
Riverside Europe Fund IV, L.P. b | 09/30/14 | Western Europe | | | 1,705,431 | |
Silver Lake Partners II, L.P. b | 06/30/14 | North America | | | 284,309 | |
Silver Lake Partners III, L.P. b | 06/30/10 | North America | | | 12,200,729 | |
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, 2016 (Unaudited) (continued)
Private Equity Investments (continued) Secondary Investments* (continued) | Acquisition Date | Geographic Region a | | Fair Value | |
Silver Lake Sumeru Fund, L.P. b | 12/18/09 | North America | | $ | 364,517 | |
Sun Capital Partners V, L.P. b | 09/30/13 | North America | | | 24,715,739 | |
TA Atlantic & Pacific VI, L.P. b | 09/30/15 | North America | | | 891,070 | |
TA Atlantic and Pacific V, L.P. b | 09/30/15 | North America | | | 35,334 | |
TA X, L.P. b | 09/30/15 | North America | | | 90,794 | |
TA XI, L.P. b | 09/30/15 | North America | | | 3,477,246 | |
TCV VI, L.P. b | 09/30/13 | North America | | | 1,222,151 | |
TCV VII (A), L.P. b, e | 09/30/13 | North America | | | 9,622,675 | |
Terra Firma Capital Partners III, L.P. b | 09/30/13 | Western Europe | | | 9,696,416 | |
TorQuest Partners Fund (U.S.) II, L.P. b | 09/30/15 | North America | | | 263,957 | |
TPG Partners V, L.P. b | 07/11/11 | North America | | | 4,048,216 | |
TPG Partners VI, L.P. b | 07/01/10 | North America | | | 16,595,229 | |
TRG Growth Partnership (Offshore) II, L.P. b | 08/02/10 | Asia - Pacific | | | 356,669 | |
TRG Growth Partnership (Offshore), L.P. b | 08/02/10 | Asia - Pacific | | | 21,945 | |
TRG Growth Partnership II, L.P. b | 07/08/10 | Asia - Pacific | | | 1,070,656 | |
Tudor Ventures III, L.P. b | 12/31/12 | North America | | | 4,181,953 | |
Warburg Pincus Private Equity IX, L.P. b | 10/01/10 | North America | | | 136,076 | |
Warburg Pincus Private Equity X, L.P. b, e | 12/09/09 | North America | | | 9,251,157 | |
Total Secondary Investments (14.60%) | | | | $ | 298,106,393 | |
Primary Investments * (8.39%) | Acquisition Date | Geographic Region a | | Fair Value | |
Advent International GPE VII-B, L.P. b | 07/01/12 | Western Europe | | $ | 12,044,355 | |
Advent International GPE VIII-C, L.P b | 03/22/16 | Western Europe | | | 230,000 | |
Advent Latin American Private Equity Fund VI-H L.P. b | 10/17/14 | Western Europe | | | 2,468,825 | |
Altra Private Equity Fund II, L.P. b | 12/07/12 | Rest of World | | | 2,082,208 | |
Apollo Investment Fund VIII, L.P. b, e | 06/28/13 | North America | | | 5,592,994 | |
Ares Corporate Opportunities Fund IV, L.P. b | 04/19/12 | North America | | | 8,079,294 | |
Avista Capital Partners II, L.P. b | 03/15/10 | North America | | | 826,504 | |
Avista Capital Partners III, L.P. b | 10/03/11 | North America | | | 8,329,590 | |
Bain Capital Europe Fund IV, L.P. b, e | 09/01/14 | Western Europe | | | 1,014,069 | |
Baring Asia Private Equity Fund V, L.P. b, e | 12/01/10 | Asia - Pacific | | | 4,078,932 | |
Caltius Partners V-A, L.P. b | 12/02/14 | North America | | | 1,913,593 | |
CapVest Equity Partners III B, L.P. b | 08/30/13 | Western Europe | | | 2,762,414 | |
Carlyle Europe Partners IV, L.P. b | 08/27/13 | Western Europe | | | 576,203 | |
Clayton Dubilier & Rice Fund IX, L.P. b | 07/31/13 | North America | | | 5,189,244 | |
Crescent Mezzanine Partners VI, L.P. b | 03/30/12 | North America | | | 3,715,923 | |
CVC Capital Partners VI (A) L.P. b, e | 07/05/13 | Western Europe | | | 2,783,525 | |
EQT VI (No.1) Limited Partnership b | 07/01/11 | Western Europe | | | 5,099,494 | |
Genstar Capital Partners VI, L.P. b | 09/01/12 | North America | | | 12,138,254 | |
Genstar Capital Partners VII, L.P. b, e | 06/26/15 | North America | | | 2,672,575 | |
GoldPoint Mezzanine Partners IV, L.P. b | 12/30/15 | North America | | | 3,884,276 | |
Hony Capital Fund VIII, L.P. b | 10/30/15 | Asia - Pacific | | | 2,240,056 | |
Hony Capital Partners V, L.P. b | 12/15/11 | Asia - Pacific | | | 9,067,064 | |
Index Ventures Growth III (Jersey) L.P. b | 03/18/15 | Western Europe | | | 1,630,276 | |
KKR North America Fund XI, L.P. b, e | 02/01/12 | North America | | | 9,211,705 | |
Kohlberg TE Investors VII, L.P. b | 09/15/11 | North America | | | 6,365,919 | |
Nautic Partners VII-A, L.P. b | 06/27/14 | North America | | | 8,467,544 | |
New Enterprise Associates 14, L.P. b | 05/04/12 | North America | | | 6,323,865 | |
NexPhase III-A,L.P. b | 09/01/16 | North America | | | 6,497,310 | |
PAI Europe VI -1, L.P. b | 03/12/15 | Western Europe | | | 3,007,398 | |
Patria - Brazilian Private Equity Fund IV, L.P. b | 06/30/11 | North America | | | 3,769,508 | |
PennantPark Credit Opportunities Fund II, L.P. b | 08/03/12 | North America | | | 7,595,344 | |
Silver Lake Partners IV, L.P. b | 07/30/12 | North America | | | 7,383,004 | |
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, 2016 (Unaudited) (continued)
Private Equity Investments (continued) Primary Investments * (8.39%) | Acquisition Date | Geographic Region a | | Fair Value | |
Sumeru Equity Partners Fund, L.P. b | 04/27/15 | North America | | $ | 1,611,909 | |
Thompson Street Capital Partners IV, L.P. b | 12/10/15 | North America | | | 1,455,882 | |
TPG Partners VII, L.P. b | 03/01/16 | North America | | | 3,117,027 | |
Welsh, Carson, Anderson & Stowe XII, L.P. b | 12/19/14 | North America | | | 4,362,600 | |
Windjammer Senior Equity Fund IV, L.P. b | 02/06/13 | North America | | | 3,693,574 | |
Total Primary Investments (8.39%) | | | | | 171,282,257 | |
| | | | | | |
Total Private Equity Investments (Cost $1,540,029,566) (86.04%) | | | | $ | 1,756,356,858 | |
Short-Term Investments (7.35%) U.S. Government Treasury Obligations (7.35%) | Interest | Acquisition Date | Maturity Date | | Principal | | | Fair Value | |
U.S. Treasury Bill f | 0.279% | 09/18/16 | 12/08/16 | | $ | 50,000,000 | | | $ | 49,973,981 | |
U.S. Treasury Bill f | 0.290% | 08/22/16 | 11/17/16 | | | 50,000,000 | | | | 49,981,363 | |
U.S. Treasury Bill f | 0.300% | 06/13/16 | 10/13/16 | | | 50,000,000 | | | | 49,995,075 | |
Total U.S. Government Treasury Obligations (7.35%) | | | | | | | | $ | 149,950,419 | |
| | | | | | | | | | | |
Total Short-Term Investments (Cost $149,950,419) (7.35%) | | | | | | | $ | 149,950,419 | |
| | | | | | | | | | | |
Total Investments (Cost $1,748,262,378) (96.43%) | | | | | | | | | 1,968,400,175 | |
| | | | | | | | | | | |
Other Assets in Excess of Liabilities (3.57%) | | | | | | | | | 72,885,379 | |
| | | | | | | | | | | |
Members’ Equity (100.00%) | | | | | | | | | $ | 2,041,285,554 | |
* | 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 Master Fund’s interest in such Direct Investment. Furthermore, the Fair Value of any Direct Investment has not been calculated, reviewed, verified or in any way approved by such Direct Investment or its general partner, manager or sponsor (including any of its affiliates). Please see Note 2.b for further detail regarding the valuation policy of the Master Fund. |
a | Geographic region is based on where a Direct Investment is headquartered and may be different from where such Investment invests or operates. In the case of Primary and Secondary Investments, geographic region generally refers to where the majority of the underlying assets are invested. |
b | Private equity investments are generally issued in private placement transactions and as such are generally restricted as to resale. Total cost and fair value of restricted investments as of September 30, 2016 was $1,540,029,566 and $1,756,356,858, respectively. |
c | Investment does not issue shares. |
d | Investment holds balance in escrow account. |
f | Each issue shows the rate of the discount at the time of purchase. |
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 Statement of Assets, Liabilities and Members’ Equity –
September 30, 2016 (Unaudited)
Assets | | | |
Private Equity Investments, at fair value (cost $1,540,029,568) | | $ | 1,756,356,858 | |
Common stocks, at fair value (cost $58,282,393) | | | 62,092,898 | |
Short-term investments, at fair value (cost $149,950,419) | | | 149,950,419 | |
Cash and cash equivalents | | | 83,519,977 | |
Cash denominated in foreign currencies (cost $693,353) | | | 694,902 | |
Investment sales receivable | | | 7,351,513 | |
Dividends and interest receivable | | | 8,274,403 | |
Prepaid assets | | | 1,511,589 | |
| | | | |
Total Assets | | $ | 2,069,752,559 | |
| | | | |
Liabilities | | | | |
Investment purchases payable | | $ | 1,614,330 | |
Repurchase amounts payable for tender offers | | | 16,568,442 | |
Forward foreign currency contracts payable | | | 2,970,727 | |
Management fee payable | | | 4,513,699 | |
Professional fees payable | | | 334,126 | |
Line of credit fees payable | | | 1,167,500 | |
Interest expense payable | | | 153,496 | |
Accounting and administration fees payable | | | 1,011,152 | |
Board of Managers' fees payable | | | 32,500 | |
Custodian fees payable | | | 48,233 | |
Other payable | | | 52,800 | |
| | | | |
Total Liabilities | | $ | 28,467,005 | |
| | | | |
Commitments and contingencies (See note 11) | | | | |
| | | | |
Members' Equity | | $ | 2,041,285,554 | |
| | | | |
Members' Equity consists of: | | | | |
Members' Equity Paid-in | | $ | 1,388,206,647 | |
Accumulated net investment income | | | 63,531,442 | |
Accumulated net realized gain on investments, forward foreign currency contracts and foreign currency translation | | | 372,249,767 | |
Accumulated net unrealized appreciation on investments, forward foreign currency contracts and foreign currency translation | | | 217,297,698 | |
| | | | |
Total Members' Equity | | $ | 2,041,285,554 | |
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 Statement of Operations –
For the Six Months Ended September 30, 2016 (Unaudited)
Investment Income | | | |
Dividends (net of $61,585 withholding tax) | | $ | 2,285,334 | |
Interest | | | 24,630,364 | |
Transaction fee income | | | 50,892 | |
Other fee income | | | 637,718 | |
| | �� | | |
Total Investment Income | | | 27,604,308 | |
| | | | |
Operating Expenses | | | | |
Management fees | | | 12,471,123 | |
Professional fees | | | 626,032 | |
Accounting and administration fees | | | 1,011,152 | |
Board of Managers' fees | | | 97,500 | |
Insurance expense | | | 92,835 | |
Custodian fees | | | 65,809 | |
Line of credit fees | | | 1,387,500 | |
Interest expense | | | 9,492 | |
Other expenses | | | 1,289,001 | |
| | | | |
Net Expenses | | | 17,050,444 | |
| | | | |
Net Investment Income | | | 10,553,864 | |
| | | | |
Net Realized Gain and Change in Unrealized Appreciation (Depreciation) on Investments, Forward Foreign Currency Contracts and Foreign Currency | | | | |
Net realized gain from investments | | | 23,255,865 | |
Net realized loss on forward foreign currency contracts | | | (145,998 | ) |
Net realized gain distributions from primary and secondary investments | | | 85,980,319 | |
Net change in accumulated unrealized appreciation (depreciation) on: | | | | |
Investments | | | 7,733,715 | |
Foreign currency translation | | | 2,125,441 | |
Forward foreign currency contracts | | | 4,069,893 | |
| | | | |
Net Realized Gain and Change in Unrealized Appreciation (Depreciation) on Investments, Forward Foreign Currency Contracts and Foreign Currency | | | 123,019,235 | |
| | | | |
Net Increase in Members' Equity From Operations | | $ | 133,573,099 | |
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 Statements of Changes in Members’ Equity –
For the Periods Ended March 31, 2016 and September 30, 2016 (Unaudited)
| | Adviser’s Equity | | | Members’ Equity | | | Total Members’ Equity | |
Members' Equity at March 31, 2015 | | $ | 5,016,710 | | | $ | 1,209,293,013 | | | $ | 1,214,309,723 | |
Capital contributions | | | — | | | | 449,460,437 | | | | 449,460,437 | |
Capital tenders | | | (17,267,383 | ) | | | (98,489,085 | ) | | | (115,756,468 | ) |
Net investment income | | | — | | | | 11,780,221 | | | | 11,780,221 | |
Net realized gain on investments | | | — | | | | 46,919,396 | | | | 46,919,396 | |
Net realized gain on forward foreign currency contracts | | | — | | | | 9,816,621 | | | | 9,816,621 | |
Net realized gain distributions from Primary and Secondary Investments | | | — | | | | 56,597,908 | | | | 56,597,908 | |
Net change in accumulated unrealized appreciation (depreciation) on investments, forward foreign currency contracts and foreign currency translation | | | — | | | | 39,329,473 | | | | 39,329,473 | |
Adviser's Incentive Allocation from April 1, 2015 to March 31, 2016 | | | 16,441,735 | | | | (16,441,735 | ) | | | — | |
| | | | | | | | | | | | |
Members’ Equity at March 31, 2016 | | $ | 4,191,062 | | | $ | 1,708,266,249 | | | $ | 1,712,457,311 | |
| | | | | | | | | | | | |
Capital contributions | | | — | | | | 251,830,097 | | | | 251,830,097 | |
Capital tenders | | | (10,328,542 | ) | | | (46,246,411 | ) | | | (56,574,953 | ) |
Net investment income | | | — | | | | 10,553,864 | | | | 10,553,864 | |
Net realized gain on investments | | | — | | | | 23,255,865 | | | | 23,255,865 | |
Net realized gain on forward foreign currency contracts | | | — | | | | (145,998 | ) | | | (145,998 | ) |
Net realized gain distributions from Primary and Secondary Investments | | | — | | | | 85,980,319 | | | | 85,980,319 | |
Net change in accumulated unrealized appreciation (depreciation) on investments, forward foreign currency contracts and foreign currency translation | | | — | | | | 13,929,049 | | | | 13,929,049 | |
Adviser's Incentive Allocation from April 1, 2016 to September 30, 2016 | | | 13,150,391 | | | | (13,150,391 | ) | | | — | |
| | | | | | | | | | | | |
Members’ Equity at September 30, 2016 | | $ | 7,012,911 | | | $ | 2,034,272,643 | | | $ | 2,041,285,554 | |
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 Statement of Cash Flows –
For the Six Months Ended September 30, 2016 (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES | | | |
Net Increase in Members’ Equity from Operations | | $ | 133,573,099 | |
Adjustments to reconcile Net Increase (decrease) in Members' Equity from Operations to net cash provided by (used in) operating activities: | | | | |
Net change in accumulated unrealized (appreciation) depreciation on investments and forward foreign currency contracts | | | (11,803,608 | ) |
Net realized gain from investments, forward foreign currency contracts and foreign currency | | | (23,417,772 | ) |
Purchases of Investments | | | (569,306,243 | ) |
Proceeds from sales of investments | | | 124,341,824 | |
Net (purchases) sales of short-term investments | | | 139,968,951 | |
Increase in interest receivable | | | (5,460,114 | ) |
Increase in dividends receivable | | | (9,295 | ) |
Increase in investment sales receivable | | | (7,351,513 | ) |
Decrease in prepaid assets | | | 265,336 | |
Decrease in investment purchases payable | | | (2,019,602 | ) |
Decrease in dividends payable | | | (446,032 | ) |
Increase in management fee payable | | | 971,212 | |
Decrease in professional fees payable | | | (140,703 | ) |
Increase in line of credit fees | | | 305,000 | |
Decrease in interest expense payable | | | (88,976 | ) |
Increase in accounting and administrative fees payable | | | 950,034 | |
Increase in board of managers' fees payable | | | 1,250 | |
Increase in custodian fees payable | | | 13,461 | |
Increase in other payable | | | 37,800 | |
Net Cash Used in Operating Activities | | | (219,615,891 | ) |
| | | | |
CASH FLOWS FROM FINANCING ACTIVITIES | | | | |
Proceeds from Members' capital contributions | | | 251,830,097 | |
Distributions for Members' capital tenders | | | (72,069,157 | ) |
Net Cash Provided by Financing Activities | | | 179,760,940 | |
| | | | |
Net change in cash and cash equivalents | | | (39,854,951 | ) |
| | | | |
Cash and cash equivalents at beginning of period | | | 124,069,830 | |
Cash and cash equivalents at End of Period | | $ | 84,214,879 | |
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 Financial Highlights
| | Six Months Ended September 30, 2016 (Unaudited) | | | Year Ended March 31, 2016 | | | Year Ended March 31, 2015 | | | Year Ended March 31, 2014 | | | Year Ended March 31, 2013 | | | Year Ended March 31, 2012 | |
Total Return Before Incentive Allocation(1) | | | 7.13 | %(3) | | | 11.75 | % | | | 13.44 | % | | | 15.24 | %* | | | 11.20 | % | | | 9.11 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total Return After Incentive Allocation(1) | | | 6.42 | %(3) | | | 10.86 | % | | | 12.35 | % | | | 13.92 | %* | | | 10.21 | % | | | 8.33 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
RATIOS AND SUPPLEMENTAL DATA: | | | | | | | | | | | | | | | | | | | | | | | | |
Net Assets, end of period in thousands (000's) | | $ | 2,041,286 | | | $ | 1,712,457 | | | $ | 1,214,310 | | | $ | 946,734 | * | | $ | 657,514 | | | $ | 384,488 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income (loss) to average net assets before Incentive Allocation | | | 1.12 | %(4) | | | 0.81 | % | | | 1.15 | % | | | 2.21 | %* | | | 1.48 | % | | | 1.17 | % |
Ratio of gross expenses to average net assets, excluding Incentive Allocation(2) | | | 1.80 | %(4) | | | 1.47 | % | | | 1.52 | % | | | 1.68 | % | | | 1.65 | % | | | 1.63 | % |
Incentive Allocation to average net assets | | | 0.70 | %(3) | | | 1.12 | % | | | 1.29 | % | | | 1.43 | %* | | | 1.07 | % | | | 0.86 | % |
Ratio of gross expenses and Incentive Allocation to average net assets(2) | | | 2.50 | %(4)(5) | | | 2.59 | % | | | 2.81 | % | | | 3.11 | %* | | | 2.72 | % | | | 2.49 | % |
Expense waivers to average net assets | | | 0.00 | %(4) | | | 0.00 | % | | | 0.00 | % | | | 0.00 | % | | | 0.00 | % | | | 0.00 | % |
Ratio of net expenses and Incentive Allocation to average net assets | | | 2.50 | %(4)(5) | | | 2.59 | % | | | 2.81 | % | | | 3.11 | %* | | | 2.72 | % | | | 2.49 | % |
Ratio of net expenses to average net assets, excluding Incentive Allocation | | | 1.80 | %(4)(5) | | | 1.47 | % | | | 1.52 | % | | | 1.68 | % | | | 1.65 | % | | | 1.63 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Turnover | | | 7.96 | %(3) | | | 21.91 | % | | | 18.25 | % | | | 26.84 | %* | | | 15.47 | % | | | 8.39 | % |
* | The item includes a correction due to the misstatement for the year ended March 31, 2014. Refer to Note 11 in the Notes to Consolidated Financial Statements for the year ended March 31, 2015. |
(1) | Total investment return reflects the changes in net asset value based on the effects of the performance of the Master Fund during the period and adjusted for cash flows related to capital contributions or withdrawals during the period. |
(2) | Represents the ratio of expenses to average net assets absent fee waivers and/or expense reimbursement by/to the Adviser. |
(5) | The Incentive Allocation and/or organizational expenses are not annualized. |
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)
Notes to Consolidated Financial Statements – September 30, 2016 (Unaudited)
1. Organization
Partners Group Private Equity (Master Fund), LLC (the “Master Fund”) was organized as a limited liability company under the laws of the State of Delaware on August 4, 2008 and commenced operations on July 1, 2009. The Master Fund is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a closed-end, non-diversified management investment company. The Master Fund is managed by Partners Group (USA) Inc. (the “Adviser”), an investment adviser registered under the Investment Advisers Act of 1940, as amended. A board of managers (the “Board” or “Managers”) has overall responsibility for the management and supervision of the business operations of the Master Fund. As permitted by applicable law, the Board may delegate any of its rights, powers and authority to, among others, the officers of the Master Fund, any committee of the Board, or the Adviser. The objective of the Master Fund is to seek attractive long-term capital appreciation by investing in a diversified portfolio of private equity investments. The Master Fund may make investments through its wholly-owned subsidiaries, Partners Group Private Equity (Subholding), LLC and Partners Group Private Equity (Luxembourg), S.� r.l. (the “Subsidiaries”). The Board has oversight responsibility for the Master Fund’s investment in the Subsidiary and the Master Fund’s role as sole owners of the Subsidiaries.
The Master Fund is a master investment portfolio in a master-feeder structure. Partners Group Private Equity, LLC, Partners Group Private Equity (Institutional), LLC, Partners Group Private Equity (TEI), LLC and Partners Group Private Equity (Institutional TEI), LLC, (collectively the “Feeder Funds”) invest substantially all of their assets, directly or indirectly, in the limited liability company interests (“Interests”) of the Master Fund and become members, directly or indirectly, of the Master Fund (“Members”).
2. Significant Accounting Policies
The Master Fund is an investment company. Accordingly, these financial statements have applied the guidance set forth in Accounting Standards Codification (“ASC”) 946, Financial Services—Investment Companies. The following is a summary of significant accounting and reporting policies used in preparing the consolidated financial statements.
a. Basis of Accounting
The Master 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 Master Fund include direct equity and debt investments in operating companies (“Direct Investments”) and primary and secondary investments in private equity funds (“Private Equity Fund Investments”). (Direct Investments and Private Equity Fund Investments, collectively, “Private Equity Investments”).
The Master Fund estimates the fair value of its Private Equity Investments in conformity with U.S. GAAP. The Master Fund’s valuation procedures (the “Valuation Procedures”), which have been approved by the Board, require evaluation of all relevant factors available at the time the Master Fund values its investments. The inputs or methodologies used for valuing the Master Fund’s Private Equity Investments are not necessarily an indication of the risk associated with investing in those investments.
Direct Investments
In assessing the fair value of non-traded Direct Investments, the Master Fund uses a variety of methods such as the latest round of financing, earnings and multiple analysis, discounted cash flow and third party valuation, and makes assumptions that are based on market conditions existing at the end of each reporting period. Quoted market prices or dealer quotes for certain similar instruments are used for long-term debt investments where appropriate. Other techniques, such as option pricing models and estimated discounted value of future cash flows, are used to determine fair value for the remaining financial instruments. Because of the inherent uncertainty in valuation, the estimated values may differ from the values that would have been used had a ready market for the securities existed, and the differences could be material.
14
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Notes to Consolidated Financial Statements – September 30, 2016 (Unaudited) (continued)
2. Significant Accounting Policies (continued)
b. Valuation of Investments (continued)
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 Master Fund, a fair value determination is made by the Adviser in accordance with the Valuation Procedures. In making that determination, the Adviser will consider whether it is appropriate, in light of all relevant circumstances, to value such Private Equity Fund Investment at the net asset value last reported by its investment manager, or whether to adjust such value to reflect a premium or discount to such net asset value. Because of the inherent uncertainty in valuation, the estimated values may differ from the values that would have been used had a ready market for the securities existed, and the differences could be material.
Daily Traded Investments
The Master Fund values investments traded (1) on one or more of the U.S. national securities exchanges or the OTC Bulletin Board, at their last sales price, or (2) on NASDAQ at the NASDAQ Official Closing Price, at the close of trading on the exchanges or markets where such securities are traded for the business day as of the relevant determination date. If no sale or official closing price of particular securities are reported on a particular day, the securities will be valued at the closing bid price for securities held long, or the closing ask price for securities held short, or if a closing bid or ask price, as applicable, is not available, at either the exchange or system-defined closing price on the exchange or system in which such securities are principally traded. Securities traded on a foreign securities exchange generally are valued at their closing prices on the exchange where such securities are primarily traded and translated into U.S. Dollars at the current exchange rate provided by a recognized pricing service.
Investments for which no prices are obtained under the foregoing procedures, including those for which a pricing service supplies no exchange quotation or a quotation that is believed by the Adviser not to reflect the market value, will be valued at the bid price, in the case of securities held long, or the ask price, in the case of securities held short, supplied by one or more dealers making a market in those securities or one or more brokers. High quality investment grade debt securities (e.g., treasuries, commercial paper, etc.) with a remaining maturity of 60 days or less are valued by the Adviser at amortized cost.
c. Cash and Cash Equivalents
Pending investment in Private Equity Investments and in order to maintain liquidity, the Master Fund holds cash, including amounts held in foreign currency and short-term interest bearing deposit accounts. At times, those amounts may exceed federally insured limits. The Master Fund has not experienced any losses in such accounts and does not believe that it is exposed to any significant credit risk on such accounts.
d. Foreign Currency Translation
The books and records of the Master Fund are maintained in U.S. Dollars. Generally, assets and liabilities denominated in currencies other than the U.S. Dollar are translated into U.S. Dollar equivalents using valuation date exchange rates, while purchases, realized gains and losses, income and expenses are translated at the transaction date exchange rates. For the six month period ended September 30, 2016, the Master Fund had four investments denominated in Australian Dollars, one investment denominated in Brazilian Real, eleven investments denominated in British Pounds, four investment denominated in Canadian Dollars, one investments denominated in Danish Krone, eighty investments denominated in Euros, two investment denominated in Hong Kong Dollars, two investments denominated in Japanese Yen, eleven investments denominated in Norwegian Krone, one investment denominated in Swedish Krona, and two investments denominated in Swiss Francs. The Master Fund does not isolate the portion of the results of operations due to fluctuations in foreign exchange rates from changes in fair values of the investments during the period.
15
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Notes to Consolidated Financial Statements – September 30, 2016 (Unaudited) (continued)
2. Significant Accounting Policies (continued)
e. Forward Foreign Currency Exchange Contracts
The Master Fund may enter forward foreign currency exchange contracts as a way of managing foreign exchange rate risk. The Master Fund may enter into these contracts for the purchase or sale of a specific foreign currency at a fixed price on a future date as a hedge or cross hedge against either specific transactions or portfolio positions. The objective of the Master Fund’s foreign currency hedging transactions is to reduce the risk that the U.S. Dollar value of the Master Fund’s foreign currency denominated investments will decline in value due to changes in foreign currency exchange rates. All forward foreign currency exchange contracts are “marked-to-market” daily at the applicable translation rates resulting in unrealized gains or losses. Realized gains or losses are recorded at the time the forward foreign currency exchange contract is offset by entering into a closing transaction or by the delivery or receipt of the currency. Risk may arise upon entering into these contracts from the potential inability of counterparties to meet the terms of their contracts and from unanticipated movements in the value of a foreign currency relative to the U.S. Dollar.
During the six month period ended September 30, 2016, the Master Fund entered into six long/short forward foreign currency exchange contracts. As disclosed in the Consolidated Statement of Operations, the Master Fund had $5,136,552 in net realized losses and a $4,069,893 change in net unrealized depreciation on forward foreign currency exchange contracts. The outstanding forward foreign currency exchange contract amounts at September 30, 2016 are representative of contract amounts during the period.
At September 30, 2016, the Master Fund had one outstanding long/short forward foreign currency exchange contract:
| | | Contract Amount | | | | | | | | |
Settlement Date | Currency | | Buy | | | Sell | | | Value | | | Unrealized Appreciation (Depreciation) | | Counterparty |
October 20, 2016 | Euro (€) | | $ | 197,747,517 | | | € | 173,400,000 | | | $ | 194,776,790 | | | $ | (2,970,727 | ) | Bank of America |
f. Investment Income
The Master Fund records distributions of cash or in-kind securities from a Private Equity Investment at fair value based on the information contained in distribution notices provided to the Master Fund by the Private Equity Investment when distributions are received. Thus, the Master Fund would recognize within the Consolidated Statement of Operations its share of realized gains or (losses) and the Master Fund’s share of net investment income or (loss) based upon information received regarding distributions from Private Equity Investments. Unrealized appreciation/depreciation on investments within the Consolidated Statement of Operations includes the Master Fund’s share of unrealized gains and losses, realized undistributed gains/losses, and the Master Fund’s share of undistributed net investment income or (loss) from Private Equity Investments for the relevant period.
g. Master Fund Expenses
The Master Fund bears all expenses incurred in the business of the Master Fund on an accrual basis, including, but not limited to, the following: all costs and expenses related to portfolio transactions and positions for the Master Fund’s account; legal fees; accounting, auditing, and tax preparation fees; custodial fees; fees for line of credit; fees for data and software providers; costs of insurance; registration expenses; Board fees; and expenses of meetings of the Board.
h. Costs Relating to Purchases of Secondary Investments
Costs relating to purchases of secondary investments consist of imputed expenses relating to the amortization of deferred payments on investments purchased in secondary transactions. Such expenses are recognized on a monthly basis until the due date of a deferred payment. At due date the net present value of such payment equals the notional amount due to the respective counterparty.
16
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Notes to Consolidated Financial Statements – September 30, 2016 (Unaudited) (continued)
2. Significant Accounting Policies (continued)
i. Income Taxes
For U.S. federal income tax purposes, the Master Fund is treated as a partnership, and each Member of the Master Fund is treated as the owner of its allocated share of the net assets, income, expenses, and the realized and unrealized gains (losses) of the Master Fund. Accordingly, no U.S. federal, state or local income taxes are paid by the Master Fund on the income or gains of the Master Fund since the Members are individually liable for the taxes on their allocated share of such income or gains of the Master Fund. The Adviser determines whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. For tax positions meeting the more likely than not threshold, the tax amount recognized in the consolidated financial statements is reduced by the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement with the relevant taxing authority.
The Master Fund files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Master Fund is subject to examination by U.S. federal, state, local and foreign jurisdictions, where applicable. As of September 30, 2016, the tax years from the year 2012 forward remain subject to examination by the major tax jurisdictions under the statute of limitations.
j. Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires the Master Fund to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in capital from operations during the reporting period. Actual results can differ from those estimates.
k. Consolidated Financial Statements
The Consolidated Schedule of Investments, Statement of Assets, Liabilities and Members’ Equity, Statement of Operations, Statement of Changes in Members’ Equity, Statement of Cash Flows and Financial Highlights of the Master Fund include the accounts of the Subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation.
l. Disclosures about Offsetting Assets and Liabilities
The Master Fund is subject to Financial Accounting Standards Board’s (“FASB”) Disclosures about Offsetting Assets and Liabilities which requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The guidance requires retrospective application for all comparative periods presented.
For financial reporting purposes, the Master 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, Liabilities and Members’ Equity. The Master Fund has adopted the new disclosure requirements on offsetting in the following table:
The following table presents the Master Fund’s derivative assets by type, net of amounts available for offset under a MNA and net of the related collateral received by the Master Fund as of September 30, 2016:
Counterparty | | Gross Amounts of Recognized Assets | | | Gross Amounts Offset in the Consolidated Statement of Assets and Liabilities | | | Net Amounts of Assets Presented in the Consolidated Statement of Assets and Liabilities | | | Collateral Pledged | | | Net Amount 1 | |
Bank of America | | $ | (2,970,727 | ) | | $ | — | | | $ | — | | | $ | — | | | $ | (2,970,727 | ) |
1 | Net amount represents the net amount receivable from the counterparty in the event of default. |
17
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Notes to Consolidated Financial Statements – September 30, 2016 (Unaudited) (continued)
2. Significant Accounting Policies (continued)
m. Recently Issued Accounting Pronouncement
In February 2015, FASB issued Accounting Standards Update (“ASU”) 2015-02, Amendments to the Consolidation Analysis (Topic 810). ASU 2015-02 modifies the evaluation of whether limited partnerships and similar legal entities are variable interest entities (“VIE”) or voting interest entities, eliminates the presumption that a general partner should consolidate a limited partnership, affects the consolidation analysis of reporting entities that are involved with VIE’s, and provides other updates on guidance regarding consolidation. ASU 2015-02 is effective for fiscal years beginning after December 15, 2016. Management is currently evaluating the implications of ASU 2015-02 and its impact on the financial statements and disclosures.
In April 2015, FASB issued ASU 2015-7, Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent), modifying ASC 946 Financial Services – Investment Companies. Under the modifications, investments in affiliated and private investment funds valued at net asset value as a practical expedient, as described in ASU 820-10-35-59, are no longer included in the fair value hierarchy. ASU 2015-7 is effective for fiscal years beginning on or after December 15, 2015, and interim periods within those annual periods. Management has determined that ASU 2015-7 does not have any impact on the financial statements given that the aforementioned practical expedient is not applied in the preparation of the financial statements.
3. Fair Value Measurements
In conformity with U.S. GAAP, investments are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Estimated values may differ from the values that would have been used if a ready market existed or if the investments were liquidated at the valuation date. A three-tier hierarchy is used to distinguish between (1) inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Master Fund’s investments. The inputs are summarized in the three broad levels listed below:
Valuation of Investments
● | Level 1 – Quoted prices are available in active markets for identical investments as of the measurement date. The type of investments included in Level 1 include marketable securities that are primarily traded on a securities exchange or over-the-counter. The fair value is determined to be the last sale price on the determination date, or, if no sales occurred on any such day, the mean between the closing bid and ask prices on such day. The Master Fund does not apply a blockage discount to the quoted price for these investments, even in situations where the Master Fund holds a large position and a sale could reasonably impact the quoted price. |
● | Level 2 – Pricing inputs are other than quoted prices in active markets (i.e. Level 1 pricing) and fair value is determined through the use of models or other valuation methodologies through direct or indirect corroboration with observable market data. Investments which are generally included in this category include corporate notes, convertible notes, warrants and restricted equity securities. The fair value of legally restricted equity securities may be discounted depending on the likely impact of the restrictions on liquidity and the Adviser’s estimates. |
● | 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 generally include equity investments that are privately owned, as well as convertible notes and warrants that are not actively traded. The fair value for investments using Level 3 pricing inputs are based on the Adviser’s estimates that consider a combination of various performance measurements including the timing of the transaction, the market in which the company operates, comparable market transactions, company performance and projections and various performance multiples as applied to earnings before interest, taxes, depreciation and amortization or a similar measure of earnings for the latest reporting period and forward earnings, as well as discounted cash flow analysis. The following table presents the Master Fund’s investments at September 30, 2016 measured at fair value. Due to the inherent uncertainty of valuations, estimated values may materially differ from the values that would have been used had a ready market for the securities existed. |
18
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Notes to Consolidated Financial Statements – September 30, 2016 (Unaudited) (continued)
3. Fair Value Measurements (continued)
Investments | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Direct Investments: | | | | | | | | | | | | |
Direct Equity Investments | | $ | 99,578,453 | | | $ | 2,767,573 | | | $ | 571,095,001 | | | $ | 673,441,027 | |
Direct Debt Investments | | | — | | | | — | | | | 613,527,181 | | | | 613,527,181 | |
Total Direct Investments* | | $ | 99,578,453 | | | $ | 2,767,573 | | | $ | 1,184,622,182 | | | $ | 1,286,968,208 | |
Common Stocks | | | 62,092,898 | | | | — | | | | — | | | | 62,092,898 | |
Secondary Investments* | | | — | | | | — | | | | 298,106,393 | | | | 298,106,393 | |
Primary Investments* | | | — | | | | — | | | | 171,282,257 | | | | 171,282,257 | |
Short-Term Investments | | | 149,950,419 | | | | — | | | | — | | | | 149,950,419 | |
Total Investments | | $ | 311,621,770 | | | $ | 2,767,573 | | | $ | 1,654,010,832 | | | $ | 1,968,400,175 | |
Other Financial Instruments | |
Foreign Currency Exchange Contracts** | | $ | (2,970,727 | ) | | $ | — | | | $ | — | | | $ | (2,970,727 | ) |
Total Foreign Currency Exchange Contracts | | $ | (2,970,727 | ) | | $ | — | | | $ | — | | | $ | (2,970,727 | ) |
** | Forward Foreign Currency Exchange Contracts are detailed in Note 2.e. |
The following is a reconciliation of those investments in which significant unobservable inputs (Level 3) were used in determining value:
| | Balance as of April 1, 2016 | | | Realized gain/(loss) | | | Net change in unrealized appreciation/ (depreciation) | | | Gross purchases | | | Gross sales | | | Net transfers in or out of Level 3 | | | Balance as of September 30, 2016 | |
Direct Investments: | | | | | | | | | | | | | | | | | | | | | |
Direct Equity Investments | $ | 450,166,570 | | | $ | 9,003,636 | | | $ | (42,975,361 | ) | | $ | 237,533,887 | | | $ | (61,249,042 | ) | | $ | (21,384,689 | ) | | $ | 571,095,001 | |
Direct Debt Investments | | 397,797,241 | | | | 2,034 | | | | 9,091,691 | | | | 220,942,167 | | | | (14,305,952 | ) | | | — | | | | 613,527,181 | |
Total Direct Investments* | | $ | 847,963,811 | | | $ | 9,005,670 | | | $ | (33,883,670 | ) | | $ | 458,476,054 | | | $ | (75,554,994 | ) | | $ | (21,384,689 | ) | | $ | 1,184,622,182 | |
Secondary Investments* | | | 314,233,637 | | | | (2,081,529 | ) | | | (13,836,666 | ) | | | 38,290,148 | | | | (38,499,197 | ) | | | — | | | | 298,106,393 | |
Primary Investments* | | | 139,812,752 | | | | (17,262 | ) | | | 1,047,567 | | | | 35,267,959 | | | | (4,828,759 | ) | | | — | | | | 171,282,257 | |
Total | | $ | 1,302,010,200 | | | $ | 6,906,879 | | | $ | (46,672,769 | ) | | $ | 532,034,161 | | | $ | (118,882,950 | ) | | $ | (21,384,689 | ) | | $ | 1,654,010,832 | |
The amount of the net change in unrealized appreciation for the six month period ended September 30, 2016 relating to investments in Level 3 assets still held at September 30, 2016 is $26,203,384, which is included as a component of net change in accumulated unrealized appreciation on investments on the Consolidated Statement of Operations.
* | For the purposes of the tables above: “Direct Investments” are private investments directly into the equity or debt of selected operating companies, often together with the management of the company. Primary Investments are investments in newly established private equity partnerships where underlying portfolio companies are generally not known as of the time of investment. Secondary Investments involve acquiring single or portfolios of assets on the secondary market. Secondary Investments are Private Equity Fund Investments generally acquired in the secondary market. Notwithstanding the foregoing, if the Master Fund reasonably determines that the strict application of the above definitions would not reflect the economic substance of any Investment, the Master Fund may re-classify such Investment as it deems appropriate. |
19
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Notes to Consolidated Financial Statements – September 30, 2016 (Unaudited) (continued)
3. Fair Value Measurements (continued)
The Master Fund’s Valuation Procedures have been approved by the Board. The Valuation Procedures are implemented by the Adviser and the Master Fund’s third party administrator, both of which report to the Board. For third-party information, the Master Fund’s administrator monitors and reviews the methodologies of the various pricing services employed by the Master Fund. The Adviser employs valuation techniques for Private Equity Investments held by the Master Fund, which include discounted cash flow methods and market comparables. The Adviser has established a committee (the “Valuation Committee”) to oversee the valuation of the Master Fund’s investments pursuant to the Valuation Procedures. The Adviser and one or more of its affiliates may act as investment advisers to clients other than the Master Fund that hold Private Equity Investments held by the Master Fund. In such cases, the Valuation Committee may value such Private Equity Investments in consultation with its affiliates. Valuation determinations by the Adviser and its affiliates for a Private Equity Investment held by other clients may result in different values than those ascribed to the same Private Equity Investment held by the Master Fund. This situation can arise in particular when reconciling fair valuation differences between U.S. GAAP and accounting standards applicable to such other clients.
The following is a summary of quantitative information about significant unobservable valuation inputs approved by the Adviser’s Valuation Committee for Level 3 Fair Value Measurements for investments held as of September 30, 2016:
Type of Security | | Fair Value at 9/30/16 (000’s) | | Valuation Technique(s) | Unobservable Input | Range (weighted average) |
Direct Investments: | | | | | | |
Direct Equity Investments | $ | 323,651 | | Market comparable companies | Enterprise value to EBITDA multiple | 7.00 x – 16.00 x (11.25 x) |
| | 12,250 | | Market comparable companies | Enterprise value to sales multiple | 1.04 x – 3.00 x (1.56 x) |
| | 90 | | Reported fair value | Reported fair value | n/a – n/a (n/a) |
| | 8,487 | | Exit price | Recent transaction price | n/a – n/a (n/a) |
| | 226,618 | | Recent financing | Recent transaction price | n/a – n/a (n/a) |
Direct Debt Investments | $ | 169,666 | | Discounted cash flow | Discount factor | 7.55 x – 14.13 x (10.69 x) |
| | 368,111 | | Broker quotes | Indicative quotes for an inactive market | n/a – n/a (n/a) |
| | 76,089 | | Recent financing | Recent transaction price | n/a – n/a (n/a) |
Primary and Secondary Investments | $ | 457,939 | | Adjusted reported net asset value | Reported net asset value | n/a – n/a (n/a) |
| | 11,110 | | Adjusted reported net asset value | Fair value adjustments | n/a – n/a (n/a) |
Level 3 Direct Equity Investments valued by using an unobservable input factor are directly affected by a change in that factor. For Level 3 Direct Debt Investments, the Master Fund arrives at a fair value through the use of an earnings and multiples analysis and a discounted cash flows analysis which consider credit risk and interest rate risk of the particular investment. Significant increases or decreases in these inputs in isolation would result in a significantly lower or higher fair value measurement.
20
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Notes to Consolidated Financial Statements – September 30, 2016 (Unaudited) (continued)
4. Revolving Credit Agreement
Effective February 2, 2016, the Master Fund entered into a secured, committed multicurrency revolving line of credit (“LOC”) facility with Lloyds Bank plc and The Royal Bank of Scotland plc in the aggregate maximum principal amount of $150 million. The Master Fund anticipates that this line of credit facility will be primarily used for working capital requirements and for financing investments and funding associated costs and expenses. The Master Fund will incur additional interest and other expenses with respect to the use of this and other future line of credit facilities. Borrowings are charged a rate of interest per annum which is the aggregate of the applicable margin and London Interbank Offered Rate (“LIBOR”) or, in relation to any loan in Euros, the Euro Interbank Offered Rate (“EURIBOR”), and a commitment fee of 1.20% per annum on the daily unused portion. For the six month period ended September 30, 2016, the Fund did not utilize this LOC and paid no interest on borrowings. There were no outstanding borrowings at September 30, 2016.
5. Allocation of Members’ Capital
Net profits or net losses of the Master Fund for each Allocation Period (as defined below) are allocated among and credited to or debited against the capital accounts of the Members. Each “Allocation Period” is a period that begins on the day after the last day of the preceding Allocation Period and ends at the close of business on the first to occur thereafter of: (1) the last day of a calendar month, (2) the last day of a taxable year, (3) the day preceding a day on which newly issued Interests are purchased by Members, (4) a day on which Interests are repurchased by the Master Fund pursuant to tenders of Interests by Members or (5) a day on which any amount is credited to or debited from the capital account of any Member other than an amount to be credited to or debited from the capital accounts of all Members in accordance with their respective investment percentages.
6. Subscription and Repurchase of Members’ Interests
Interests are generally offered for purchase by Members as of the first day of each calendar month, except that Interests may be offered more or less frequently as determined by the Board in its sole discretion.
The Board may, from time to time and in its sole discretion, cause the Master Fund to repurchase Interests 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 Master Fund should offer to repurchase Interests, 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 Master Fund conduct repurchase offers of no more than 5% of the Master Fund’s net assets quarterly on or about each January 1st, April 1st, July 1st and October 1st. At the present time, the Master Fund does not intend to distribute to the Members any of the Master Fund’s income, but instead expects to reinvest substantially all income and gains allocable to the Members.
7. Management Fees, Incentive Allocation, and Fees and Expenses of Managers
The Adviser is responsible for providing day-to-day investment management services to the Master Fund, subject to the ultimate supervision of and subject to any policies established by the Board, pursuant to the terms of an investment management agreement with the Master Fund (the “Investment Management Agreement”). Under the Investment Management Agreement, the Adviser is responsible for developing, implementing and supervising the Master Fund’s investment program. In consideration for such services, the Master Fund pays the Adviser a monthly management fee equal to 1/12th of 1.25% (1.25% on an annualized basis) of the greater of (i) the Master Fund’s net asset value and (ii) the Master Fund’s net asset value less cash and cash equivalents plus the total of all commitments made by the Master Fund that have not yet been drawn for investment. In no event will the Investment Management Fee exceed 1.50% as a percentage of the Master Fund’s net asset value.
In addition, at the end of each calendar quarter (and at certain other times), an amount (the “Incentive Allocation”) equal to 10% of the excess, if any, of (i) the allocable share of the net profits of the Master Fund for the relevant period of each Member over (ii) the then balance, if any, of that Member’s Loss Recovery Account (as defined below) is debited from such Member’s capital account and credited to a capital account of the Adviser (or, to the extent permitted by applicable law, of an affiliate of the Adviser) in the Master Fund (the “Incentive Allocation Account”). The Incentive Allocation Account is maintained solely for the purpose of being allocated the Incentive Allocation and thus, the Incentive Allocation Account does not participate in the net profits or losses of the Master Fund.
21
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Notes to Consolidated Financial Statements – September 30, 2016 (Unaudited) (continued)
7. Management Fees, Incentive Allocation, and Fees and Expenses of Managers (continued)
The Master Fund maintains a memorandum account for each Member (each, a “Loss Recovery Account”). Each Member’s Loss Recovery Account has an initial balance of zero and is (i) increased upon the close of each Allocation Period by the amount of the relevant Member’s allocable share of the net losses of the Master Fund for the Allocation Period, and (ii) decreased (but not below zero) upon the close of such Allocation Period by the amount of such Member’s allocable share of the net profits of the Master Fund for the Allocation Period. The Incentive Allocation is calculated, charged to each Member and credited to the Incentive Allocation Account as of the end of each Allocation Period. The Allocation Period for a Member whose Interest is repurchased or is transferred in part is treated as ending only for the portion of Interests so repurchased or transferred. In addition, only the net profits of the Master Fund, if any, and the balance of the Loss Recovery Account attributable to the portion of the Interest being repurchased or transferred (based on the Member’s capital account amount being so repurchased or transferred) is taken into account in determining the Incentive Allocation for the Allocation Period then ending. The Member’s Loss Recovery Account is not adjusted for such Member’s allocable share of the net losses of the Master Fund, if any, for the Allocation Period then ending that are attributable to the portion of the Interest so repurchased or transferred. For the six month period ended September 30, 2016 an aggregate Incentive Allocation of $13,150,391 was credited to the Incentive Allocation Account.
Effective January 1, 2015, the Master Fund will pay each Manager a retainer of $35,000 per year. Prior to January 1, 2015, the Master Fund only paid each Manager who was not an “interested person” of the Master Fund, as defined by the 1940 Act (each an “Independent Manager”), a retainer of $35,000 per year. In addition, the Master Fund pays an additional retainer of $10,000 per year to the Chairman of the Board and to the Chairman of the audit committee of the Board, each of whom is an Independent Manager. Each Manager is reimbursed by the Master Fund for all reasonable out-of-pocket expenses incurred in performing his duties.
8. Accounting and Administration Agreement
State Street Global Services (the “Administrator”) serves as administrator and accounting agent to the Master Fund and provides certain accounting, record keeping and investor related services. For these services the Administrator receives a fixed monthly fee, based upon average net assets, fees on portfolio transactions, as well as reasonable out of pocket expenses. For the six month period ended September 30, 2016, the Master Fund paid $1,011,152 in administration and accounting fees.
9. Investment Transactions
Total purchases of Private Equity Investments for the six month period ended September 30, 2016 amounted to $569,306,243. Total distribution proceeds from sale, redemption, or other disposition of Private Equity Investments for the six month period ended September 30, 2016 amounted to $124,341,824 The cost of investments in Private Equity Investments for U.S. federal income tax purposes is adjusted for items of taxable income allocated to the Master Fund from such Private Equity Investments. The Master Fund relies upon actual and estimated tax information provided by the managers of the Private Equity Investments as to the amounts of taxable income allocated to the Master Fund as of September 30, 2016.
10. Indemnification
In the normal course of business, the Master Fund may enter into contracts that provide general indemnification. The Master Fund’s maximum exposure under these agreements is dependent on future claims that may be made against the Master 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, 2016, the Master Fund had contributed 81% or $2,159,734,874 of the total of $2,657,214,189 of its capital commitments to its Private Equity Investments. With respect to its (i) Direct Investments it had contributed $1,508,039,775 of $1,529,241,377 in total commitments, (ii) Secondary Investments it had contributed $480,624,645 of $653,785,931 in total commitments, and (iii) Primary Investments it had contributed $171,070,454 of $474,186,881 in total commitments, in each case, as of September 30, 2016.
22
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Notes to Consolidated Financial Statements – September 30, 2016 (Unaudited) (continued)
12. Risk Factors
An investment in the Master Fund involves significant risks, including industry risk, liquidity risk, interest rate risk and economic conditions risk, that should be carefully considered prior to investing and should only be considered by persons financially able to maintain their investment and who can afford a loss of a substantial part or all of such investment. The Master Fund invests substantially all of its available capital in Private Equity Investments. These investments are generally restricted securities that are subject to substantial holding periods and are not traded in public markets, so that the Master Fund may not be able to resell some of its holdings for extended periods, which may be several years. The Master Fund may have a concentration of investments in a particular industry or sector. Investment performance of the sector may have a significant impact on the performance of the Master Fund. The Master Fund’s investments are also subject to the risk associated with investing in private equity securities. The investments in private equity securities are illiquid, can be subject to various restrictions on resale, and there can be no assurance that the Master 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.
Interests in the Master Fund provide limited liquidity because Members will not be able to redeem Interests on a daily basis because the Master Fund is a closed-end fund. Therefore investment in the Master Fund is suitable only for investors who can bear the risks associated with the limited liquidity of Interests and should be viewed as a long-term investment. No guarantee or representation is made that the investment objective will be met.
13. Subsequent Events
Management has evaluated the impact of all subsequent events on the Master Fund and determined that there were no subsequent events that require disclosure in the consolidated financial statements except for the following:
The Master Fund has received an exemptive order which permits the Master Fund to issue multiple classes of limited liability company interests (“Interests”). At a special meeting of the Master Fund, the Feeder Funds approved a multi-step plan a multi-step plan of reorganization (the “Reorganization”). Pursuant to the reorganization: (i) the single class of ownership interests in the Master Fund currently outstanding will be converted into two different classes of Interests to be known as “Class A Interests” and “Class I Interests”, respectively, (ii) all of the outstanding Interests in the Master Fund will be converted into (x) Class A Interests in the case of Partners Group Private Equity (TEI), LLC and Partners Group Private Equity, LLC and (y) Class I Interests in the case of Partners Group Private Equity (Institutional), LLC and Partners Group Private Equity (Institutional TEI), LLC, and (iii) each of the Feeder Funds will then be dissolved and its assets, Class A Interests (in the case of Partners Group Private Equity, LLC and Partners Group Private Equity (TEI), LLC) and Class I Interests (in the case of Partners Group Private Equity (Institutional), LLC and Partners Group Private Equity (Institutional TEI), LLC), will be distributed to its members. Following the Reorganization on December 31, 2016 at 11:59pm EST, each member of the Fund will be a member of the Master Fund.
In addition, effective January 1, 2017, the Master Fund intends to elect to be treated as a corporation and regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended. Accordingly, following the Reorganization, members of the Fund will receive information detailing their income and gain with respect to the Master Fund on IRS Forms 1099 instead of IRS Schedules K-1. Finally, the Feeder Funds approved a second amended and restated investment management agreement of the Master Fund that will be effective January 1, 2017 pursuant to which (i) the current capital account-based incentive allocation payable to the Adviser be adjusted to a fund-level fee and (ii) the rate of the investment management fee payable to the Adviser be adjusted from 1.25% to 1.50%.
23
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Other Information (Unaudited)
Proxy Voting
The Master 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 Master 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 Master Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Master Fund’s Form N-Q is available, without charge and upon request, on the SEC’s website at www.sec.gov or may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the Public Reference Room may be obtained by calling 1-800-SEC-0330.
Approval of Investment Management Agreement
At a special meeting of the Board held on March 30, 2016, the Board, including a majority of the Independent Managers, approved by a unanimous vote a Second Amended and Restated Investment Management Agreement (the “Agreement”).
In advance of the meeting, the Independent Managers requested and received extensive materials from the Adviser to assist them in considering the approval of the Agreement. The materials provided by the Adviser included detailed comparative information relating to the performance, advisory fees and other expenses of the Fund and the Feeder Funds (collectively, the “Funds”).
The Board engaged in a detailed discussion of the materials with management of the Adviser. The Independent Managers then met separately with independent counsel to the Independent Managers for a full review of the materials. Following this session, the full Board reconvened and after further discussion determined that the information presented provided a sufficient basis upon which to approve the Agreement.
Discussion of Factors Considered
In approving the Agreement, the Board considered, among other things: (1) the nature and quality of the advisory services rendered, including, the complexity of the services provided; (2) the experience and qualifications of the personnel that provide such services; (3) the fee structure and the expense ratios in relation to those of other investment companies having comparable investment policies and limitations; (4) the direct and indirect costs incurred by the Adviser and its affiliates in performing advisory services for the Fund, the basis of determining and allocating these costs, and the profitability to the Adviser and its affiliates in performing such services; (5) possible economies of scale arising from any anticipated growth of the Funds and the extent to which these would be passed on to the Funds; (6) other compensation or possible benefits to the Adviser and its affiliates arising from their advisory and other relationships with the Fund; (7) possible alternative fee structures or bases for determining fees; (8) the fees charged by the Adviser and other investment advisers to similar clients and in comparison to industry fees for similar services; and (9) possible conflicts of interest that the Adviser may have with respect to the Funds.
The Board concluded that the nature, extent and quality of the services provided by the Adviser to the Fund are appropriate and consistent with the terms of the Fund’s new Limited Liability Company Agreement, that the quality of those services is consistent with industry norms and that the Fund benefits from the Adviser’s management of the Fund’s investment program.
The Board noted that the performance of the Fund had been positive since inception and had lower volatility than public markets.
The Board also concluded that the Adviser had sufficient personnel with the appropriate education and experience to serve the Fund effectively and has demonstrated its continuing ability to attract and retain qualified personnel. The Board noted that the Adviser is part of a larger investment advisory group that advises other funds and individual investors with respect to private equity investments and that relationship may make available to the Fund investment opportunities that would not be available to the Fund if the Adviser was not the Fund’s investment adviser.
The Board considered the anticipated costs of the services provided by the Adviser, including that the Adviser was expected to provide additional tax-related administrative services as a consequence of the proposed new tax structure of the Fund, and the compensation and benefits received by the Adviser in providing services to the Fund. The Board reviewed the financial statements of the Adviser and the Adviser’s parent, considered any direct or indirect revenues that could be received by affiliates of the Adviser, and concluded that the Adviser’s fees and profits derived from its relationship with the Fund in light of the Fund’s expenses were reasonable, before and after the proposed increase in the investment management fee, in relation to the nature and quality of the services provided, taking into account the fees charged by other advisers for managing comparable funds, which had been selected by the Adviser based upon the limited number of similar funds in the
24
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Other Information (Unaudited) (continued)
marketplace. In particular, the Board noted that, while the proposed management fee was higher than that of some of the comparable funds, one comparable fund had a higher management fee and the anticipated total expenses of the Fund were lower than all of the comparable funds; though it was noted that none of the comparable funds have incentive fees (although the comparable funds’ and Fund’s underlying investments may have incentive fees). The Board also noted that the proposed fee was commensurate to that charged to certain of the Adviser’s institutional clients. The Board reviewed the potential impact on compensation due to the proposed change to a fund-level incentive fee, and noted that the proposed rate of the fund-level incentive fee was substantially similar to the Fund’s current account-based incentive allocation. The Board also concluded that the overall expense ratios of the Funds were reasonable, taking into account the size of the Funds and the quality of services provided by the Adviser and expected to be provided by the Adviser following the Reorganization.
The Board considered the extent to which economies of scale could be realized and whether fee levels would reflect those economies, noting that as the Fund grew, economies of scale would be realized.
The Board considered all factors and no one factor alone was deemed dispositive.
Conclusion
The Board determined that the information presented provided a sufficient basis upon which to approve the Agreement and that the compensation and other terms of the Agreement were in the best interests of the Fund and its Members.
Submission of Matters to a Vote of Members
A Special Meeting of the Members of the Fund was held June 30, 2016, and reconvened on August 12, 2016, to consider the proposals described below. All proposals were approved. The results of the voting at the Special Meeting are as follows.
| Votes For | % of Outstanding Shares Eligible to Vote | % of Shares Voted* |
1. Approval of the new Limited Liability Company Agreement of the Fund | | | |
Affirmative | 79.902% | 79.902% | 79.902% |
Against | 18.654% | 18.654% | 18.654% |
Abstain | 1.533% | 1.533% | 1.533% |
2. Approval of the reorganization of the master-feeder structure into a single fund with multiple classes of interests | | | |
Affirmative | 80.017% | 80.017% | 80.017% |
Against | 18.351% | 18.351% | 18.351% |
Abstain | 1.631% | 1.631% | 1.631% |
3. Approval of the Second Amended and Restated Investment Management Agreement between the Fund and the Adviser | | | |
Affirmative | 72.646% | 72.646% | 72.646% |
Against | 25.688% | 25.688% | 25.688% |
Abstain | 1.665% | 1.665% | 1.665% |
4. Approval of the Distribution and Service Plan for Class A Interests of the Fund | | | |
Affirmative | 63.168% | 63.168% | 63.168% |
Against | 26.330% | 26.330% | 26.330% |
Abstain | 10.501% | 10.501% | 10.501% |
5. Approval of a minimum repurchase threshold for the Fund | | | |
Affirmative | 80.021% | 80.021% | 80.021% |
Against | 18.213% | 18.213% | 18.213% |
Abstain | 1.765% | 1.765% | 1.765% |
* | May sum to greater than 100% due to rounding. |
25