NB Crossroads Private Markets Fund V (TE) Advisory LP (the “TE Advisory Fund”) invests substantially all of its assets in NB Crossroads Private Markets Fund V Holdings LP (the “Master Fund”) through its consolidated subsidiary, NB Crossroads Private Markets Fund V (Offshore), Advisory LP. The percentage of the Master Fund’s partners’ capital owned by the TE Advisory Fund at June 30, 2023 was 7.37%. The TE Advisory Fund has included the Master Fund’s schedule of investments as of June 30, 2023, below. The Master Fund’s schedule of investments was also filed on Form NPORT-EX with the Securities and Exchange Commission on August 29, 2023.
NB Crossroads Private Markets Fund V Holdings LP
Schedule of Investments
June 30, 2023 (Unaudited)
Investments / Co-investments (A),(B),(D) | | Acquisition Type | | Acquisition Dates (C) | | | Geographic Region (E) | | Cost | | | Fair Value | |
Large-cap Buyout (25.36%) | | | | | | | | | | | | | | | | |
Advent International GPE IX Limited Partnership | | Primary | | | 10/2019-05/2023 | | | North America | | $ | 10,357,765 | | | $ | 15,561,212 | |
EQT VIII Co-Investment (H) SCSp | | Co-Investment | | | 09/2019 | | | North America | | | - | | | | 16,769 | |
Green Equity Investors, VIII, L.P. | | Primary | | | 12/2020-06/2023 | | | North America | | | 10,641,007 | | | | 12,423,906 | |
H&F Unite Partners, L.P. | | Co-Investment | | | 05/2019 | | | North America | | | 1,252,070 | | | | 2,090,798 | |
Hellman & Friedman Capital Partners IX, L.P. | | Primary | | | 04/2020-06/2022 | | | North America | | | 6,288,479 | | | | 8,874,920 | |
KKR Ascend Co-Invest L.P. | | Co-Investment | | | 05/2019 | | | North America | | | 2,600,000 | | | | 3,403,636 | |
KKR Banff Co-Investment L.P. | | Co-Investment | | | 10/2018 | | | North America | | | 2,250,000 | | | | 4,500,001 | |
KKR European Fund V (USD) SCSp | | Primary | | | 01/2020-08/2022 | | | Europe | | | 8,215,572 | | | | 9,690,976 | |
KKR Parrot Co-Invest, L.P. | | Co-Investment | | | 12/2019 | | | Australia | | | 3,300,000 | | | | 6,292,878 | |
KKR Precise Co-Invest L.P. | | Co-Investment | | | 05/2019 | | | Europe | | | 3,604,012 | | | | 11,575,526 | |
NB Bluebird S.à.r.l. (F) | | Co-Investment | | | 11/2019 | | | Europe | | | 3,435,491 | | | | 10,057,966 | |
NB Horoscope Aggregator II LP | | Co-Investment | | | 06/2021 | | | Europe | | | 1,515,446 | | | | 1,579,331 | |
NB HUB Aggregator LP | | Co-Investment | | | 11/2018-12/2021 | | | North America | | | 1,520,046 | | | | 3,013,801 | |
PAI Strategic Partnerships SCSp | | Secondary | | | 12/2019-12/2020 | | | Europe | | | 4,644,119 | | | | 8,324,883 | |
TPG Healthcare Partners, L.P. | | Primary | | | 12/2019-06/2023 | | | North America | | | 714,988 | | | | 930,788 | |
TPG Partners VIII, L.P. | | Primary | | | 12/2019-06/2023 | | | North America | | | 3,297,326 | | | | 5,223,002 | |
Vertex Aggregator LP | | Co-Investment | | | 08/2018-09/2020 | | | North America | | | 1,238,944 | | | | 1,339,769 | |
| | | | | | | | | | | 64,875,265 | | | | 104,900,162 | |
Small and Mid-cap Buyout (55.93%) | | | | | | | | | | | | | | | | |
Ada Holdco LP | | Co-Investment | | | 10/2019-11/2019 | | | North America | | | 2,287,329 | | | | 3,629,985 | |
Advent Global Technology Limited Partnership | | Primary | | | 03/2020-05/2022 | | | North America | | | 11,460,000 | | | | 14,095,691 | |
AEA Investors Fund VII, L.P. | | Primary | | | 10/2019-05/2023 | | | North America | | | 10,099,048 | | | | 10,952,736 | |
Aquiline Financial Services Fund IV L.P. | | Primary | | | 12/2019-05/2023 | | | North America | | | 11,422,001 | | | | 14,451,405 | |
Aquiline Relation Co-Invest L.P. | | Co-Investment | | | 07/2019-10/2019 | | | North America | | | 1,701,611 | | | | 3,899,333 | |
ARL Holdings, LLC (F) | | Co-Investment | | | 04/2019-11/2019 | | | North America | | | 1,572,236 | | | | 5,570,372 | |
Arsenal Capital Partners Fund V LP | | Primary | | | 07/2019-03/2023 | | | North America | | | 9,478,009 | | | | 12,051,400 | |
Arsenal IO Co-Invest 1 LP | | Co-Investment | | | 07/2019-04/2021 | | | North America | | | 2,559,529 | | | | 2,721,000 | |
Athyrium ICH Holdings LP | | Co-Investment | | | 10/2019 | | | North America | | | 546,715 | | | | 76,000 | |
BRI Investments LLC (F) | | Co-Investment | | | 08/2019 | | | North America | | | 2,800,000 | | | | 4,551,014 | |
BU Adhesives Co-Investment III SCSP | | Co-Investment | | | 01/2019 | | | Europe | | | - | | | | 27,940 | |
Buzzard Midstream Infrastructure Co-Invest Pooling, L.P | | Co-Investment | | | 03/2019-11/2020 | | | North America | | | 4,090,325 | | | | 4,640,986 | |
Carlyle Prime Coinvestment, L.P. | | Co-Investment | | | 10/2019-04/2021 | | | North America | | | 1,298,672 | | | | 1,445,786 | |
CB Nike TopCo, LP (F) | | Co-Investment | | | 10/2019 | | | Middle East | | | 579,710 | | | | 8,621,172 | |
Charlesbank Technology Opportunities Fund, Limited Partnership | | Primary | | | 05/2020-09/2022 | | | North America | | | 6,759,963 | | | | 17,773,050 | |
Elm Bidco, L.P. | | Co-Investment | | | 02/2019-09/2020 | | | North America | | | 2,472,819 | | | | 220,610 | |
Holley Parent Holdings, LLC (F) | | Co-Investment | | | 10/2018 | | | North America | | | - | | | | 1,444,000 | |
Marmor Co-Investment, L.P. | | Secondary | | | 09/2019-01/2021 | | | Europe | | | 5,950,889 | | | | 12,535,148 | |
NB Mafalda S.a.r.l (F) | | Co-Investment | | | 07/2019 | | | Europe | | | 4,535,505 | | | | 6,203,533 | |
Oak Hill Capital Partners V, L.P. | | Primary | | | 12/2020-09/2022 | | | North America | | | 9,764,757 | | | | 12,743,903 | |
Oakley Capital IV-B SCSP | | Primary | | | 05/2019-03/2023 | | | Europe | | | 5,435,652 | | | | 9,234,276 | |
Plaskolite PPC Investor LLC | | Co-Investment | | | 12/2018 | | | North America | | | 1,400,000 | | | | 1,043,132 | |
Quadria Capital Fund II, L.P. | | Primary | | | 06/2019-04/2023 | | | Asia | | | 10,181,982 | | | | 13,159,851 | |
RCP Artemis Co-Invest, L.P. | | Co-Investment | | | 07/2019 | | | North America | | | 3,104,413 | | | | 11,780,000 | |
Rey de la Carne, L.P. | | Co-Investment | | | 11/2019-10/2020 | | | North America | | | 4,841,527 | | | | 5,271,680 | |
Rockbridge Portfolio Fund I L.P. | | Secondary | | | 12/2018-06/2021 | | | North America | | | 1,634,080 | | | | 5,112,769 | |
Solo Brands Inc. | | Co-Investment | | | 09/2019-02/2021 | | | North America | | | - | | | | 177,941 | |
Summit Partners Growth Equity Fund X-A, L.P. | | Primary | | | 03/2020-06/2023 | | | North America | | | 8,429,134 | | | | 12,385,806 | |
The Veritas Capital Fund VII, L.P. | | Primary | | | 09/2020-03/2023 | | | North America | | | 11,315,259 | | | | 15,606,005 | |
THL Equity Fund VIII Investors (Agiliti), L.P. | | Co-Investment | | | 01/2019 | | | North America | | | 3,346,924 | | | | 9,280,472 | |
THL Equity Fund VIII Investors (Automate), L.P. | | Co-Investment | | | 07/2019-11/2021 | | | Europe | | | 1,583,806 | | | | 9,205,272 | |
VB Target L.P. (F) | | Co-Investment | | | 01/2020 | | | Asia | | | 1,162,922 | | | | 1,436,142 | |
Wind Point Partners CV1, L.P. | | Secondary | | | 09/2018-12/2019 | | | North America | | | 17,914 | | | | 6,108 | |
| | | | | | | | | | | 141,832,731 | | | | 231,354,518 | |
NB Crossroads Private Markets Fund V Holdings LP
Schedule of Investments
June 30, 2023 (Unaudited)
Investments / Co-investments (A),(B),(D) | | Acquisition Type | | Acquisition Dates (C) | | | Geographic Region (E) | | Cost | | | Fair Value | |
Special Situations (5.42%) | | | | | | | | | | | | | | | | |
American Industrial Partners Capital Fund VII, L.P. | | Primary | | | 10/2019-03/2023 | | | North America | | | 8,862,559 | | | | 14,189,582 | |
Amulet Capital OHPE Co-Invest, L.P. | | Co-Investment | | | 03/2019-10/2019 | | | North America | | | 142,214 | | | | 28,997 | |
Centerbridge Special Credit Partners, L.P. | | Secondary | | | 02/2019-06/2021 | | | North America | | | 335,781 | | | | 100,000 | |
Cerberus AIR Partners, L.P. | | Co-Investment | | | 02/2019 | | | Europe | | | - | | | | 175,364 | |
Dragon Co-Investment Partners, L.P. | | Co-Investment | | | 09/2019-03/2021 | | | North America | | | 51,603 | | | | 454,266 | |
East Private Investments, LLC (F) | | Co-Investment | | | 07/2019 | | | North America | | | 2,772,445 | | | | 3,446,000 | |
Verscend Intermediate Holding Corp. (F) | | Co-Investment | | | 08/2018 | | | North America | | | 3,973,874 | | | | 4,037,625 | |
| | | | | | | | | | | 16,138,476 | | | | 22,431,834 | |
Venture Capital (13.14%) | | | | | | | | | | | | | | | | |
3L Capital Fund I, LP | | Primary | | | 04/2019-09/2021 | | | North America | | | 4,505,333 | | | | 10,559,444 | |
GGV Capital VII L.P. | | Primary | | | 01/2019-07/2022 | | | North America | | | 3,697,143 | | | | 5,081,201 | |
GGV Capital VII Plus L.P. | | Primary | | | 05/2019-09/2021 | | | North America | | | 955,500 | | | | 1,236,355 | |
GGV Discovery Fund II, L.P. | | Primary | | | 01/2019-06/2023 | | | North America | | | 2,496,000 | | | | 4,743,230 | |
Level Equity Growth Partners IV, L.P. | | Primary | | | 11/2018-05/2023 | | | North America | | | 4,901,209 | | | | 11,718,724 | |
Lightspeed China Partners IV, L.P. | | Primary | | | 10/2019-05/2022 | | | Asia | | | 2,075,000 | | | | 2,975,326 | |
Lightspeed China Partners Select I, L.P. | | Primary | | | 04/2019-01/2023 | | | Asia | | | 1,896,922 | | | | 2,729,004 | |
TA XIII-A, L.P. | | Primary | | | 12/2019-05/2022 | | | North America | | | 9,524,317 | | | | 15,322,923 | |
| | | | | | | | | | | 30,051,424 | | | | 54,366,207 | |
| | | | | | | | | | | | | | | | |
Short Term Investments | | | | | | | | | | | Cost | | | | Fair Value | |
Money Market Fund (1.60%) | | | | | | | | | | | | | | | | |
Morgan Stanley Institutional Liquidity Fund Government Portfolio | | | | | | | | | | | 6,625,339 | | | | 6,625,339 | |
| | | | | | | | | | | 6,625,339 | | | | 6,625,339 | |
| | | | | | | | | | | | | | | | |
Total Investments (cost $259,523,235) (101.45%) | | | | | | | | | | | | | | | 419,678,060 | |
Other Assets & Liabilities (Net) (-1.45%) | | | | | | | | | | | | | | | (6,049,045 | ) |
Partners' Capital - Net Assets (100.00%) | | | | | | | | | | | | | | $ | 413,629,015 | |
(A) | Non-income producing securities, which are restricted as to public resale and illiquid. |
(B) | Total cost of illiquid and restricted securities at June 30, 2023 aggregated $252,897,896. Total fair value of illiquid and restricted securities at June 30, 2023 was $413,052,721 or 99.85% of net assets. |
(C) | Acquisition Dates cover from original investment date to the last acquisition date and is required disclosure for restricted securities only. |
(D) | All percentages are calculated as fair value divided by the Master Fund's Partners' Capital - Net Assets. |
(E) | Geographic Region is based on where a Portfolio Fund is headquartered and may be different from where the Portfolio Fund invests. |
(F) | The fair value of the investment was determined using a significant unobservable input. |
Valuation of Investments
NB Crossroads Private Markets Fund V Holdings LP the (“Master Fund”) computes its net asset value (“NAV”) as of the last business day of each fiscal quarter and at such other times as deemed appropriate by Neuberger Berman Investment Advisers LLC (“NBIA” or the “Registered Investment Adviser”) and NB Alternatives Advisers LLC (“NBAA” or the “Sub-Adviser” and together with NBIA, the “Adviser”) in accordance with valuation principles set forth below, or may be determined from time to time, pursuant to the valuation procedures (the “Procedures”) established by the Board of Directors of the registrant (the “Board”).
The Board has approved the Procedures pursuant to which the Master Fund values its interests in the Portfolio Funds and other investments. In December 2020, the Securities and Exchange Commission ("SEC") adopted Rule 2a-5 under the Investment Company Act, which establishes requirements for determining fair value in good faith for purposes of the Investment Company Act, including related oversight and reporting requirements. Effective as of the compliance date of September 8, 2022, the Board approved changes to the Procedures to comply with Rule 2a-5 and designated NBIA as the Master Fund’s valuation designee (as defined in the rule). The valuation designee, with assistance from NBAA, is responsible for determining fair value in good faith for any and all Fund investments, subject to oversight by the Board.
It is expected that most of the Portfolio Funds in which the Master Fund invests will meet the criteria set forth under the Financial Accounting Standards Board (“FASB”) ASC Topic 820, Fair Value Measurement (“ASC 820”) permitting the use of the practical expedient to determine the fair value of the Portfolio Fund investments. ASC 820 provides that, in valuing alternative investments that do not have quoted market prices but calculate NAV per share or equivalent, an investor may determine fair value by using the NAV reported to the investor by the underlying investment. To the extent ASC 820 is applicable to a Portfolio Fund, the Adviser generally will value the Master Fund’s investment in the Portfolio Fund based primarily upon the value reported to the Master Fund by the Portfolio Fund or the lead investor of a direct co-investment as of each quarter-end, determined by the Portfolio Fund in accordance with its own valuation policies.
ASC 820-10 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). ASC 820 provides three levels of the fair value hierarchy as follows:
Level 1 | Unadjusted quoted prices in active markets for identical assets or liabilities that the Master Fund has the ability to access; |
Level 2 | Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates, and similar data; |
Level 3 | Unobservable inputs for the asset or liability to the extent that relevant observable inputs are not available, representing the Master Fund’s own assumptions about the assumptions that a market participant would use in valuing the asset or liability, and that would be based on the best information available. |
Most Portfolio Funds are structured as closed-end, commitment-based private investment funds to which the Master Fund commits a specified amount of capital upon inception of the Portfolio Fund (i.e., committed capital) which is then drawn down over a specified period of the Portfolio Fund's life. Such Portfolio Funds generally do not provide redemption options for investors and, subsequent to final closing, do not permit subscriptions by new or existing investors. Accordingly, the Master Fund generally holds interests in Portfolio Funds for which there is no active market, although, in some situations, a transaction may occur in the “secondary market” where an investor purchases a limited partner’s existing interest and remaining commitment.
Assumptions used by the Adviser due to the lack of observable inputs may significantly impact the resulting fair value and therefore the Master Fund's results of operations and financial condition.
The following table presents the investments carried on the Statement of Assets, Liabilities and Partners’ Capital – Net Assets by level within valuation hierarchy as of June 30, 2023:
| | Level 1 | | | Level 2 | | | Level 3 | | | Net Asset Value | | | Total | |
Assets: | | | | | | | | | | | | | | | | | | | | |
Large-cap Buyout | | $ | - | | | $ | - | | | $ | 10,057,966 | | | $ | 94,842,196 | | | $ | 104,900,162 | |
Small and Mid-cap Buyout | | | 177,941 | | | | - | | | | 27,826,233 | | | | 203,350,344 | | | | 231,354,518 | |
Special Situations | | | - | | | | - | | | | 7,483,625 | | | | 14,948,209 | | | | 22,431,834 | |
Venture | | | - | | | | - | | | | - | | | | 54,366,207 | | | | 54,366,207 | |
Money Market Fund | | | 6,625,339 | | | | - | | | | - | | | | - | | | | 6,625,339 | |
Total | | $ | 6,803,280 | | | $ | - | | | $ | 45,367,824 | | | $ | 367,506,956 | | | $ | 419,678,060 | |
Significant Unobservable Inputs
As of June 30, 2023, the Master Fund had investments valued at $419,678,060. The fair value of investments valued at $367,506,956 in the Master Fund's Schedule of Investments have been valued at the unadjusted NAV reported by the managers of the investments.
The classification of an investment within Level 3 is based upon the significance of the unobservable inputs to the overall fair value measurement. The following table summarizes the valuation methodologies and inputs used for investments categorized in Level 3 as of June 30, 2023:
| | | | | | | Unobservable Inputs |
Investments | | Fair Value 06/30/2023 | | | Valuation Methodologies | | Variable | | Value/Range | | | Weighted Average1 | |
Large-cap Buyout | | $ | 10,057,966 | | | Market Comparables | | LTM EBITDA | | | 17.0x | | | | N/A | |
| | | | | | | | | | | | | | | | |
Small and Mid-cap Buyout | | | 26,382,233 | | | Market Comparables | | LTM EBITDA | | | 9.5x - 16.2x | | | | 12.6x | |
| | | | | | | | | | | | | | | | |
Small and Mid-cap Buyout | | | 1,444,000 | | | Recent transactional value | | N/A | | | N/A | | | | N/A | |
| | | | | | | | | | | | | | | | |
Special Situations | | | 4,037,625 | | | Market Comparables | | LTM EBITDA | | | 15.8x | | | | N/A | |
| | | | | | | | | | | | | | | | |
Special Situations | | | 3,446,000 | | | Market Comparables | | LTM Net Revenue | | | 2.7x | | | | N/A | |
| | | | | | | | | | | | | | | | |
Total | | $ | 45,367,824 | | | | | | | | | | | | | |
1 Inputs weighted based on fair value of investments in range.
During the period ended June 30, 2023, purchases and sales from Level 3 investments were as follows:
During the period ended June 30, 2023, unrealized appreciation (depreciation) and realized gains from Level 3 investments were $1,799,068 and $0, respectively.
The Master Fund recognizes transfers into and out of the levels indicated above at the end of the reporting period. There were no transfers into or out of Level 3 during the period ended June 30, 2023.
The estimated remaining life of the Master Fund’s Portfolio Funds as of June 30, 2023 is one to nine years, with the possibility of extensions by each of the Portfolio Funds.