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Form N-CSR Partners Group Private For: Mar 31

June 5, 2020 3:43 PM EDT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT

INVESTMENT COMPANIES

 

Investment Company Act file number 811-22241

 

Partners Group Private Equity (Master Fund), LLC

 

(Exact name of registrant as specified in charter)

 

c/o Partners Group (USA) Inc.

1114 Avenue of the Americas, 37th Floor

New York, NY 10036

 

(Address of principal executive offices) (Zip code)

 

Robert M. Collins

1114 Avenue of the Americas, 37th Floor

New York, NY 10036

 

(Name and address of agent for service)

 

Registrant's telephone number, including area code: (212) 908-2600

 

Date of fiscal year end: March 31

 

Date of reporting period: March 31, 2020

 

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.

 

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

 

 

 

ITEM 1. REPORTS TO STOCKHOLDERS.

 

The Report to Shareholders is attached herewith.

 

 

 

PARTNERS GROUP PRIVATE EQUITY (MASTER FUND), LLC
(a Delaware Limited Liability Company)

 

 

Annual Report

 

For the Year Ended March 31, 2020

 

See the inside front cover for important information about access to your Fund’s annual and semiannual shareholder reports.

 

 

 

Important information about access to shareholder reports

 

 

Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund’s annual and semiannual shareholder reports like this one will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on the Fund’s website, and each time a report is posted you will be notified by mail and provided with a website address to access the report.

 

If you have already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically at any time by contacting your financial intermediary (such as a broker-dealer or bank) or, if you invest directly with the Fund, by calling 1-888-977-9790.

 

You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue receiving paper copies of your shareholder reports. If you invest directly with the Fund, you can call 1-888-977-9790 to let the Fund know you wish to continue receiving paper copies of your shareholder reports. Your election to receive paper reports will apply to all Partners Group funds held in your account if you invest through a financial intermediary or all Partners Group funds held with the fund complex if you invest directly with the Fund.

 

 

Partners Group Private Equity (Master Fund), LLC

 

(a Delaware Limited Liability Company)

 

 

Table of Contents
For the Year Ended March 31, 2020

 

 

   

Report of Independent Registered Public Accounting Firm

1

Consolidated Schedule of Investments

2-16

Consolidated Statement of Assets and Liabilities

17

Consolidated Statement of Operations

18

Consolidated Statements of Changes in Net Assets

19

Consolidated Statement of Cash Flows

20

Consolidated Financial Highlights

21-22

Notes to Consolidated Financial Statements

23-37

Fund Expenses

38

Fund Management

39-41

Other Information

42-46

 

 

Partners Group Private Equity (Master Fund), LLC

 

(a Delaware Limited Liability Company)

 

 

Report of Independent Registered Public Accounting Firm
For the Year Ended March 31, 2020

 

 

To the Board of Managers and Members of
Partners Group Private Equity (Master Fund), LLC

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated statement of assets and liabilities, including the consolidated schedule of investments, of Partners Group Private Equity (Master Fund), LLC and its subsidiaries (the “Fund”) as of March 31, 2020, the related consolidated statements of operations and of cash flows for the year ended March 31, 2020, the consolidated statement of changes in net assets for each of the two years in the period ended March 31, 2020, including the related notes, and the consolidated financial highlights for each of the periods indicated (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Fund as of March 31, 2020, the results of their operations and their cash flows for the year then ended, the changes in their net assets for each of the two years in the period ended March 31, 2020 and the financial highlights for each of the periods indicated in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

 

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our procedures included confirmation of securities owned as of March 31, 2020 by correspondence with the custodian, portfolio company investees, private equity funds or agent banks; when replies were not received from the custodian, portfolio company investees, private equity funds or agent banks, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

 

/s/PricewaterhouseCoopers LLP
Dallas, Texas
June 1, 2020

 

We have served as the auditor of one or more investment companies in the Partners Group investment company group since 2010.

 

1

 

 

Partners Group Private Equity (Master Fund), LLC

 

(a Delaware Limited Liability Company)

 

 

Consolidated Schedule of Investments –
March 31, 2020

 

 

INVESTMENT PORTFOLIO AS A PERCENTAGE OF TOTAL NET ASSETS

 

 

Common Stocks (2.40%) Asia - Pacific (0.16%)

 

Industry

 

Acquisition
Date

   

Shares

   

Fair
Value

 

APA Group

 

Utilities

    02/11/16       360,819     $ 2,261,405  

Cheung Kong Infrastructure Holdings Ltd.

 

Utilities

    02/11/16       517,000       2,744,597  

West Japan Railway Co.

 

Transportation

    12/25/18       42,000       2,875,703  

Total Asia - Pacific (0.16%)

                        7,881,705  
                             

North America (1.13%)

American Water Works Co., Inc.

 

Utilities

    02/10/16       41,686       4,988,980  

Ares Capital Corp.

 

Diversified Financial Services

    02/10/16       297,954       3,211,944  

Ares Management Corp.

 

Diversified Financial Services

    06/28/19       69,187       2,136,495  

Atmos Energy Corp.

 

Utilities

    02/10/16       63,856       6,336,431  

Blackstone Group, Inc.

 

Diversified Financial Services

    07/12/19       42,020       1,906,868  

Canadian National Railway Co.

 

Transportation

    05/14/19       34,233       2,622,664  

CMS Energy Corp.

 

Utilities

    11/01/19       45,505       2,671,143  

Crown Castle International Corp.

 

Communication

    02/10/16       43,435       6,262,458  

Enbridge, Inc.

 

Utilities

    02/10/16       103,403       2,972,628  

Fortis Inc.

 

Utilities

    12/18/17       147,000       5,575,782  

HarbourVest Global Private Equity

 

Diversified Financial Services

    12/21/18       113,782       1,950,464  

KKR & Co., Inc.

 

Diversified Financial Services

    02/10/16       73,162       1,718,575  

New Mountain Finance Corp.

 

Diversified Financial Services

    02/10/16       223,265       1,515,969  

Onex Corporation

 

Diversified Financial Services

    02/10/16       40,832       1,471,669  

Republic Services Inc.

 

Commercial & Professional Services

    08/28/17       55,000       4,128,300  

SEACOR Holdings, Inc.

 

Industrial Services

    11/04/19       8,960       239,770  

Solar Capital Ltd

 

Diversified Financial Services

    08/28/17       218,969       2,518,144  

TC Energy Corp.

 

Energy

    11/01/19       74,290       3,262,204  

Union Pacific Corp.

 

Transportation

    06/24/16       10,370       1,460,096  

Total North America (1.13%)

                        56,950,584  
                             

Western Europe (1.11%)

Ackermans & van Haaren N.V.

 

Industrial Services

    06/28/19       6,427       836,331  

Aena SA

 

Transportation

    12/21/18       34,249       3,739,756  

BBGI SICAV S.A.

 

Diversified Financial Services

    03/21/19       2,500,000       4,961,538  

Brilliant Circle Holdings International Ltd.

 

Industrial Services

    04/14/11       12,448,515       1,075,996  

Cellnex Telecom SA

 

Communication

    05/15/19       98,301       4,470,618  

Eutelsat Communications SA

 

Communication

    09/22/16       79,082       823,087  

Gimv N.V.

 

Diversified Financial Services

    02/10/16       79,666       4,147,575  

HgCapital Trust PLC

 

Diversified Financial Services

    02/12/16       1,690,335       4,654,597  

HICL Infrastructure Co Ltd

 

Diversified Financial Services

    03/24/16       2,682,763       5,384,150  

ICG Graphite Enterprise Trust PLC

 

Diversified Financial Services

    06/28/19       203,443       1,650,353  

Intermediate Capital Group PLC

 

Diversified Financial Services

    12/12/16       138,113       1,534,967  

Investor AB

 

Diversified Financial Services

    08/28/17       28,087       1,291,467  

National Grid PLC

 

Utilities

    02/10/16       241,901       2,839,076  

 

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 –
March 31, 2020 (continued)

 

 

Common Stocks (continued) Western Europe (continued)

 

Industry

 

Acquisition
Date

   

Shares

   

Fair
Value

 

NB Private Equity Partners Ltd

 

Diversified Financial Services

    11/06/19       137,871     $ 1,169,729  

Pantheon International Participations Plc

 

Diversified Financial Services

    11/04/19       69,088       1,439,688  

Sofina SA

 

Diversified Financial Services

    01/10/18       10,995       2,241,434  

Terna Rete Elettrica Nazionale SpA

 

Utilities

    01/05/18       426,107       2,710,703  

Veolia Environnement SA

 

Utilities

    08/28/17       170,052       3,632,727  

Vinci SA

 

Transportation

    02/10/16       69,765       5,763,916  

Wendel SA

 

Diversified Financial Services

    12/21/18       17,272       1,378,671  

Total Western Europe (1.11%)

                        55,746,379  
                             

Total Common Stocks (Cost $128,354,108)(2.40%)

                      $ 120,578,668  
                             

Private Equity Investments (87.60%) Direct Investments * (68.10%)

Direct Equity (53.22%)

 

Investment Type

 

Acquisition
Date

   

Shares

   

Fair
Value
**

 

Asia - Pacific (4.45%)

AAVAS Financiers Limited +, a, b

 

Common equity

    06/23/16       5,713,047     $ 82,170,894  

Argan Mauritius Limited +, a

 

Common equity

    05/09/16       106,215       16,092,921  

Continuity CNC Capital Ltd. +, a

 

Common equity

    03/03/18       102,112       920,861  

Continuity CNC Capital Ltd. +, a, c

 

Member interest

    03/03/18             27,901,822  

Huntress Co-Investment L.P. +, a, b, c

 

Limited partnership interest

    04/08/16             49,613,325  

Kowloon Co-Investment, L.P. +, a, c

 

Limited partnership interest

    11/04/15             3,360,585  

Murra Warra Asset Hold Trust +, a, b

 

Common equity

    09/10/18       13,186,543       14,009,086  

Murra Warra Project Hold Trust +, a, b

 

Common equity

    09/10/18       429,366       3,502,274  

Qualitas Medical Limited +, a

 

Common equity

    01/31/18       10,308,160       7,740,982  

The Baring Asia Private Equity Fund VI Co-Investment L.P. +, a, c

 

Limited partnership interest

    12/30/16             815,124  

TPG Upswing Co-invest, L.P. +, a, c

 

Limited partnership interest

    01/10/19             16,933,980  

Total Asia - Pacific (4.45%)

                        223,061,854  
                             

North America (28.39%)

Acrisure Holdings, Inc. +, a

 

Preferred equity

    12/10/18       75,000,000       88,766,611  

Acrisure Investment Holdings, LLC +, a, c

 

Member interest

    11/21/16             5,827,958  

Affordable Care Holding Corp. +, a

 

Common equity

    10/22/15       101,176       8,992,664  

Alliant Holdings, Inc. +, a

 

Preferred equity

    01/18/19       23,400       23,999,622  

AP VIII Prime Security Services Holdings, L.P. +, a, c

 

Limited partnership interest

    05/02/16             7,333,405  

Apollo Co-Investors (MHE), L.P. +, a, c

 

Limited partnership interest

    05/21/13             2,252,203  

AqGen Island Intermediate Holdings II, Inc. +, a

 

Preferred equity

    03/27/19       3,621       17,341,874  

AqGen Island Intermediate Holdings II, Inc. +, a

 

Common equity

    12/03/15       1,220       2,452,033  

Astorg VII Co-Invest ERT +, a, c

 

Limited partnership interest

    01/31/20             30,360,672  

BCPE Hercules Holdings, LP +, a, c

 

Limited partnership interest

    07/30/18             25,299,383  

CapitalSpring Finance Company, LLC +, a

 

Common equity

    10/03/14       3,020,546       4,140,895  

CB Poly Holdings, LLC +, a

 

Preferred equity

    08/16/16       171,270       29,822,240  

Confluent Health Holdings LLC +, a, b

 

Common equity

    06/24/19       27,187       23,208,670  

ConvergeOne Investment L.P. +, a

 

Common equity

    07/03/19       2,888       2,247,284  

Desserts LLC +, a

 

Preferred equity

    02/08/16       7,989       8,613,681  

ECP Holding Company, LLC +, a, b

 

Preferred equity

    03/15/16       9,753,907       26,040,248  

ECP Parent, LLC +, a, b

 

Common equity

    02/18/20       100,000,000       95,513,500  

Elgin Co-Investment, L.P.2 +, a, c

 

Limited partnership interest

    11/28/16             39,934,470  

EnfraGen LLC +, a, b

 

Common equity

    09/17/19       37,810       38,787,941  

EQT Infrastructure IV Co-Investment (B) SCSp +, a, c

 

Limited partnership interest

    03/09/20             95,984,600  

EQT VIII Co-Investment (C) SCSp +, a, c

 

Limited partnership interest

    01/28/19             44,920,169  

EXW Coinvest L.P. +, a, c

 

Limited partnership interest

    06/22/16             44,515,998  

Gemini Global Holdings Investor, LLC +, a, c

 

Member interest

    06/17/11             3,491,748  

GlobalLogic Worldwide Holdings, Inc. +, a, b

 

Common equity

    08/01/18       701,927       163,020,474  

Healthgrades, Inc. +, a

 

Common equity

    01/04/19       1,616       171,516  

KKR Enterprise Co-Invest L.P. +, a

 

Common equity

    10/09/18       9,136        

 

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 –
March 31, 2020 (continued)

 

 

Private Equity Investments (continued) Direct Investments * (continued)

Direct Equity (continued)

 

Investment Type

 

Acquisition
Date

   

Shares

   

Fair
Value
**

 

North America (28.39%) (continued)

LTF Holdings, Inc. +, a

 

Common equity

    01/06/20       3,132,000     $ 62,950,225  

MHS Acquisition Holdings, LLC +, a, b

 

Common equity

    03/10/17       342       312,893  

MHS Acquisition Holdings, LLC +, a, b

 

Preferred equity

    03/10/17       33,900       137,684  

MHS Blocker Purchaser L.P. +, a, b, c

 

Limited partnership interest

    03/10/17             30,494,901  

NDES Holdings, LLC +, a

 

Preferred equity

    09/19/11       500,000       4,380,650  

NTS Holding Corporation, Inc. +, a

 

Common equity

    11/21/13       2,740       1,023,854  

NTS Holding Corporation, Inc. +, a

 

Preferred equity

    04/21/17       70       473,334  

OHCP IV SF COI, L.P. +, a, b, c

 

Limited partnership interest

    01/31/18             16,819,852  

Onecall Holdings, L.P. +, a, b, c

 

Limited partnership interest

    11/29/17             71,681,769  

Onex Fox, L.P. +, a, c

 

Limited partnership interest

    04/25/19             45,144,868  

PG BRPC Investment, LLC +, a, b

 

Common equity

    08/01/19       32,079       31,440,647  

Polaris Investment Holdings, L.P +, a, c

 

Limited partnership interest

    06/07/16             11,358,191  

Safari Co-Investment L.P. +, a, c

 

Limited partnership interest

    03/14/18             4,992,326  

Shermco Intermediate Holdings, Inc. +, a

 

Common equity

    06/05/18       1,095       1,697,199  

Shingle Coinvest LP +, a, c

 

Limited partnership interest

    05/29/18             53,264,464  

SIH RP HoldCo LP +, a

 

Common equity

    09/10/19       5,018,277       34,964,070  

Silver Lake Sumeru Marlin Co-Invest Fund, L.P. +, a, c

 

Limited partnership interest

    05/14/12             57,021  

SLP West Holdings Co-Invest Feeder II, L.P. +, a, c

 

Limited partnership interest

    08/18/17             29,726,280  

SnackTime PG Holdings, Inc. +, a, b

 

Common equity

    05/23/18       12       37,014,105  

SnackTime PG Holdings, Inc. +, a, b, c

 

Member interest

    05/23/18             16,780,452  

SPH GRD Holdings, LLC +, a

 

Common equity

    06/18/13       333,879       671,097  

TA Buckeye Parent, LLC +, a

 

Common equity

    06/28/19       21,985,058       90,992,177  

THL Equity Fund VI Investors (BKFS), L.P. +, a, c

 

Limited partnership interest

    12/30/13             1,855,046  

TKC Topco LLC +, a

 

Common equity

    10/14/16       4,632,829       3,795,371  

Velocity Holdings Corp. +, a

 

Common equity

    08/06/12       3,749,777       13,183,810  

Vistria Catapult Holdings, LLC +, a

 

Preferred equity

    09/30/19       18,028       26,619,752  

Total North America (28.39%)

                        1,424,871,897  
                             

Rest of World (1.89%)

Carlyle Retail Turkey Partners, L.P. +, a, c

 

Limited partnership interest

    07/11/13             5,825,975  

Heket Holdings S.à.r.l. +, a

 

Common equity

    09/25/19       271,743       70,706,602  

Heket Holdings S.à.r.l. +, a

 

Preferred equity

    09/25/19       11,988,920       18,408,686  

Helios Towers Africa +, a, c, d

 

Limited partnership interest

    12/05/14              

Total Rest of World (1.89%)

                        94,941,263  
                             

South America (0.34%)

Centauro Co-Investment Fund, L.P. +, a, c

 

Limited partnership interest

    11/28/13             10,849,898  

GTS II Cayman Corporation +, a, e

 

Common equity

    07/24/13       2,823,797       6,268,092  

Total South America (0.34%)

                        17,117,990  
                             

Western Europe (18.15%)

Aston Lux Acquisitions S.à.r.l +, a, c

 

Limited partnership interest

    11/28/19             2,848,616  

Astorg Co-Invest SGG, FCPI +, a, b, c

 

Limited partnership interest

    02/10/16             25,870,794  

Camelia Investment 1 Limited +, a, b

 

Preferred equity

    10/12/17       6,768,617,529       106,356,803  

Camelia Investment 1 Limited +, a, b

 

Common equity

    10/12/17       86,824       24,224,396  

Capri Acquisitions Topco Limited +, a,b

 

Preferred equity

    11/01/17       64,960,457       101,570,257  

Capri Acquisitions Topco Limited +, a,b

 

Common equity

    11/01/17       47,027       5,232,951  

Ceramtec Co-Investment (1) L.P. +, a, c

 

Limited partnership interest

    02/20/18             25,019,030  

Ciddan S.a.r.l. +, a

 

Preferred equity

    09/15/17       23,249,522       33,425,643  

Ciddan S.a.r.l. +, a

 

Common equity

    09/15/17       12,263,242       32,260,147  

EQT Jaguar Co-Investment SCSp +, a, b, c

 

Limited partnership interest

    11/30/18             47,448,633  

EQT VIII Co-Investment (D) SCSp +, a, c

 

Limited partnership interest

    10/01/19             77,282,789  

 

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 –
March 31, 2020 (continued)

 

 

Private Equity Investments (continued) Direct Investments * (continued)

Direct Equity (continued)

 

Investment Type

 

Acquisition
Date

   

Shares

   

Fair
Value
**

 

Western Europe (18.15%) (continued)

Eurodrip Co-Investment Fund I, L.P. +, a, c

 

Limited partnership interest

    03/18/13           $ 4,307,232  

Fides S.p.A +, a

 

Common equity

    12/15/16       1,096,526       2,754,766  

Frontmatec Holding III ApS +, a

 

Common equity

    09/23/16       248,257,489       26,440,445  

Global Blue Global, L.P. +, a

 

Common equity

    07/31/12       411,080       14,166,965  

Hogan S.a.r.l. +, a

 

Preferred equity

    12/22/11       1,810,271       397,285  

Hogan S.a.r.l. +, a

 

Common equity

    12/22/11       272,221       1  

Kaffee Partner Holding GmbH +, a, c

 

Member interest

    11/01/17             1,188,700  

Kaffee Partner Holding GmbH +, a

 

Common equity

    11/01/17       1,237       1  

KKR Matterhorn Co-Invest L.P. +, a, c

 

Limited partnership interest

    11/02/12             2,049,046  

KKR Traviata Co-invest L.P. +, a, c

 

Limited partnership interest

    12/18/19             80,017,866  

Luxembourg Investment Company 261 S.à.r.l. +, a

 

Common equity

    07/31/18       1,591       19,412,883  

Luxembourg Investment Company 261 S.à.r.l. +, a, c

 

Member interest

    07/31/18             50,311,824  

Luxembourg Investment Company 285 S.à.r.l. +, a, b

 

Preferred equity

    08/22/19       7,865,820       17,910,450  

Luxembourg Investment Company 285 S.à.r.l.+, a, b, c

 

Member interest

    08/22/19             17,505,980  

Luxembourg Investment Company 285 S.à.r.l.+, a, b

 

Common equity

    08/22/19       6,999,953       1,214,084  

Luxembourg Investment Company 293 S.à.r.l. +, a, b

 

Common equity

    06/26/19       10,752,136       15,856,181  

Luxembourg Investment Company 293 S.à.r.l. +, a, b, c

 

Member interest

    06/26/19             14,830,422  

Luxembourg Investment Company 314 S.à.r.l. +, a, b

 

Common equity

    08/22/19       192,000       1  

Peer Holding I BV +, a

 

Common equity

    11/17/11       3,965,441       85,419,736  

PG Lion Management Warehouse S.C.S +, a, b, c

 

Limited partnership interest

    08/22/19             944,704  

Polyusus Lux XVI S.a.r.l. +, a, b

 

Common equity

    05/23/18       44,442,345       1  

Polyusus Lux XVI S.a.r.l. +, a, b

 

Preferred equity

    05/23/18       244,659,996       24,494,282  

Quadriga Capital IV Investment Holding II L.P. +, a, b, c

 

Limited partnership interest

    09/09/16             30,420,817  

R&R Co-Invest FCPR +, a, c, f

 

Limited partnership interest

    07/05/13             3,657,796  

S.TOUS, S.L +, a

 

Common equity

    10/06/15       622       16,177,096  

Total Western Europe (18.15%)

                        911,018,623  
                             

Total Direct Equity (53.22%)

                      $ 2,671,011,627  

 

Private Equity Investments (continued)

Direct Investments * (continued)

Direct Debt (14.88%)

 

Interest

 

Acquisition
Date

   

Maturity
Date

 

Investment
Type

 

Principal

   

Fair
Value
**

 

Asia - Pacific (1.15%)

Casmar (Australia) PTY Ltd. +, a

 

Cash 5.50% + L (1.00% Floor)^^

    04/11/17       12/20/23  

Senior

  $ 6,909,745     $ 4,555,158  

Casmar (Australia) PTY Ltd. +, a

 

Cash 9.25% + BBSY (1.00% Floor)††

    12/20/16       12/20/24  

Second Lien

    12,811,375       8,544,277  

Healing Quest +, a

 

PIK 14.50%

    01/31/18       01/31/23  

Mezzanine

    7,301,838       6,550,837  

Snacking Investments BidCo Pty Limited +, a

 

Cash 8.50% + BBSY (1.00% Floor)

    12/23/19       12/17/27  

Second Lien

    32,942,073       26,102,420  

Snacking Investments BidCo Pty Limited +, a

 

Cash 4.00% + L (1.00% Floor)^

    01/15/20       12/18/26  

Senior

    1,300,000       1,160,250  

Speedcast International Limited +, a

 

Cash 3.25% + L^^

    01/08/19       05/15/25  

Senior

    1,974,937       511,015  

Stiphout Finance, LLC +, a

 

Cash 3.00% + L (1.00% Floor)^

    10/30/15       10/26/22  

Senior

    4,803,175       4,500,224  

Stiphout Finance, LLC +, a

 

Cash 7.25% + L (1.00% Floor)^

    10/30/15       10/26/23  

Second Lien

    6,680,793       5,861,610  

Total Asia - Pacific (1.15%)

                                  57,785,791  
                                       

North America (9.76%)

8th Avenue Food & Provisions, Inc. +, a

 

Cash 3.75% + L^

    11/13/18       10/01/25  

Senior

    1,481,250       1,375,089  

Achilles Acquisition LLC +, a

 

Cash 4.00% + L^

    12/14/18       10/13/25  

Senior

    1,089,021       958,338  

Acrisure LLC +, a, e

 

Cash 3.50% + L^^

    03/27/20       02/15/27  

Senior

    1,100,000       946,275  

Affordable Care Holding Corp. +, a

 

Cash 8.50% + L (1.00% Floor)^^

    10/22/15       04/22/23  

Second Lien

    16,587,849       14,525,718  

 

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 –
March 31, 2020 (continued)

 

 

Private Equity Investments (continued)

Direct Investments * (continued)

Direct Debt (continued)

 

Interest

 

Acquisition
Date

   

Maturity
Date

 

Investment
Type

 

Principal

   

Fair
Value
**

 

North America (continued)

AI Alpine AT BidCo GmBH +, a

 

Cash 3.50% + E###

    11/30/18       10/31/25  

Senior

  $ 1,415,436     $ 1,167,487  

Aldevron, L.L.C. +, a

 

Cash 4.25% + L (1.00% Floor)^^

    12/12/19       10/12/26  

Senior

    1,200,000       1,134,000  

Alliant Holdings Intermediate, LLC +, a

 

Cash 3.25% + L^^

    06/03/19       05/09/25  

Senior

    1,290,250       1,182,514  

Altra Industrial Motion Corp. +, a

 

Cash 2.00% + L^^

    11/21/18       10/01/25  

Senior

    1,148,657       1,028,048  

AqGen Ascensus, Inc. +, a

 

Cash 8.00% + L (1.00% Floor)^^

    03/27/19       12/03/23  

Second Lien

    68,681,600       65,192,575  

AthenaHealth, Inc. +, a

 

Cash 4.50% + L^^

    03/13/19       02/11/26  

Senior

    2,475,000       2,338,875  

Avantor, Inc. +, a

 

Cash 3.00% + L (1.00% Floor)^

    12/22/17       11/21/24  

Senior

    4,698,364       4,678,074  

Banff Merger Sub Inc. +, a

 

Cash 4.25% + L^

    10/18/18       10/02/25  

Senior

    1,382,500       1,172,242  

Berry Global, Inc. +, a

 

Cash 4.00% + L^^

    08/05/19       07/01/26  

Senior

    2,481,250       2,363,391  

Bioclinica Holding I, L.P. +, a

 

Cash 8.25% + L (1.00% Floor)^^

    11/04/16       10/20/24  

Second Lien

    20,335,000       18,083,625  

Blackhawk Network Holdings, Inc +, a

 

Cash 3.00% + L^^

    08/12/19       06/15/25  

Senior

    989,924       819,514  

Bracket Intermediate Holding Corp +, a

 

Cash 4.25% + L^^

    10/04/18       09/05/25  

Senior

    1,477,500       1,165,747  

Bright Horizons Family Solutions, Inc. +, a

 

Cash 1.75% + L (0.75% Floor)^

    02/21/18       11/07/23  

Senior

    5,864,209       5,673,769  

Brookfield WEC Holdings, Inc. +, a

 

Cash 3.75% + L (0.75% Floor)^

    09/12/18       08/01/25  

Senior

    1,002,387       942,244  

CapitalSpring Finance Company, LLC +, a

 

Cash 8.00%

    03/01/17       02/10/23  

Mezzanine

    8,191,138       7,237,690  

CapitalSpring Finance Company, LLC +, a

 

PIK 5.00%

    03/01/17       02/10/23  

Mezzanine

    2,961,002       2,167,453  

CDRH Parent, Inc. +, a

 

Cash 8.00% + L (1.00% Floor)^^^

    08/06/14       07/01/22  

Second Lien

    9,900,000        

Centralsquare Technologies, LLC +, a

 

Cash 3.75% + L^^

    10/16/18       08/29/25  

Senior

    987,500       795,925  

Charter NEX US, Inc. +, a

 

Cash 3.50% + L^^

    05/31/19       05/16/24  

Senior

    1,471,311       1,294,754  

CommScope, Inc. +, a

 

Cash 3.25% + L^

    04/26/19       04/06/26  

Senior

    995,000       930,325  

Composite Resins Holding B.V. +, a

 

Cash 4.25% + L (1.00% Floor)^^

    08/28/18       08/01/25  

Senior

    491,250       434,756  

Compuware Corporation +, a

 

Cash 4.00% + L^

    08/13/19       08/22/25  

Senior

    885,386       847,018  

Conterra Ultra Broadband Holdings, Inc. +, a

 

Cash 4.50% + L^

    06/06/19       04/30/26  

Senior

    1,687,250       1,594,451  

ConvergeOne Holdings, Inc. +, a

 

Cash 5.00% + L^

    03/27/19       04/01/26  

Senior

    2,970,000       2,264,625  

ConvergeOne Holdings, Inc. +, a

 

Cash 8.50% + L^

    04/15/19       01/04/27  

Second Lien

    28,875,000       21,768,862  

Covenant Surgical Partners, Inc. +, a, d

 

Cash 4.00% + L^

    11/01/19       07/01/26  

Senior

    247,500        

Covenant Surgical Partners, Inc. +, a

 

Cash 4.00% + L^

    11/01/19       07/01/26  

Senior

    1,243,758       1,038,538  

Crown Subsea Communications Holding, Inc. +, a

 

Cash 6.00% + L^^

    11/14/18       11/02/25  

Senior

    1,519,460       1,391,066  

CSC Holdings, LLC +, a

 

Cash 2.25% + L^

    12/07/18       01/15/26  

Senior

    1,982,481       1,913,094  

DCert Buyer, Inc. +, a

 

Cash 4.00% + L^^

    10/24/19       10/16/26  

Senior

    1,500,000       1,346,250  

Deerfield Dakota Holding, LLC +, a

 

Cash 3.25% + L (1.00% Floor)^^

    06/14/18       02/13/25  

Senior

    1,930,045       1,918,263  

Deerfield Dakota Holding, LLC +, a

 

Cash 3.75% + L (1.00% Floor)^^

    03/05/20       03/05/27  

Senior

    1,000,000       860,000  

Dell International L.L.C. +, a

 

Cash 2.00% + L (0.75% Floor)^^

    10/15/19       09/19/25  

Senior

    1,361,056       1,306,192  

Delta 2 (Lux) S.A.R.L +, a

 

Cash 2.50% + L (1.00% Floor)^

    03/01/18       02/01/24  

Senior

    1,997,500       1,784,450  

Dentalcorp Perfect Smile ULC +, a

 

Cash 3.75% + L (1.00% Floor)^

    04/04/19       06/06/25  

Senior

    1,777,387       1,413,023  

Diamond Sports Group, LLC +, a

 

Cash 3.25% + L^^

    09/18/19       08/24/26  

Senior

    997,500       783,038  

Diligent Corporation +, a

 

Cash 5.50% + L (1.00% Floor)^^

    04/29/16       05/31/24  

Senior

    28,501,070       28,163,376  

Diligent Corporation +, a

 

Cash 5.50% + L (1.00% Floor)^

    01/19/18       04/14/22  

Senior

    1,209,793       1,186,486  

Ellie Mae, Inc. +, a

 

Cash 4.00% + L^^

    05/24/19       04/17/26  

Senior

    1,791,000       1,573,841  

Envision Healthcare Corporation +, a

 

Cash 3.75% + L^

    10/25/18       10/10/25  

Senior

    2,962,500       1,574,272  

Envision Healthcare Corporation +, a

 

Cash 7.75% + L^

    10/11/18       10/11/26  

Mezzanine

    62,757,505       20,289,501  

Explorer Holdings, Inc. +, a

 

Cash 8.00% + L (0.50% Floor)^

    02/04/20       02/04/28  

Second Lien

    22,645,000       21,736,935  

 

The accompanying notes are an integral part of these Consolidated Financial Statements.

 

6

 

 

Partners Group Private Equity (Master Fund), LLC

 

(a Delaware Limited Liability Company)

 

 

Consolidated Schedule of Investments –
March 31, 2020 (continued)

 

 

Private Equity Investments (continued)

Direct Investments * (continued)

Direct Debt (continued)

 

Interest

 

Acquisition
Date

   

Maturity
Date

 

Investment
Type

 

Principal

   

Fair
Value
**

 

North America (continued)

Femur Buyer, Inc. +, a

 

Cash 4.50% + L^^

    03/26/19       03/05/26  

Senior

  $ 2,977,500     $ 2,411,775  

Flex Acquisition Company, Inc. +, a

 

Cash 3.25% + L^

    07/30/18       06/29/25  

Senior

    978,518       859,433  

Flexential Intermediate Corporation +, a

 

Cash 3.50% + L^^

    06/18/19       08/01/24  

Senior

    1,979,695       1,422,906  

GC EOS Buyer, Inc. +, a

 

Cash 4.50% + L^

    07/18/19       08/01/25  

Senior

    1,984,887       1,538,287  

Gentiva Health Services, Inc. +, a

 

Cash 3.25% + L^^

    09/18/18       07/02/25  

Senior

    1,447,738       1,753,436  

GFL Environmental Inc. +, a

 

Cash 3.00% + L (1.00% Floor)^

    12/05/18       05/30/25  

Senior

    1,889,555       1,842,316  

GHX Ultimate Parent Corporation +, a

 

Cash 3.25% + L (1.00% Floor)^^

    09/17/18       06/22/24  

Senior

    982,323       913,561  

Gopher Sub, Inc. +, a

 

Cash 3.00% + L (0.75% Floor)^

    03/02/18       02/03/25  

Senior

    3,082,495       2,607,460  

GTT Communications, Inc. +, a

 

Cash 2.75% + L^

    07/02/18       05/31/25  

Senior

    4,323,000       2,923,429  

Heartland Dental, LLC +, a

 

Cash 3.75% + L^

    05/15/18       04/30/25  

Senior

    5,754,913       4,564,376  

Hexion Inc. +, a

 

Cash 3.50% + L^^

    08/09/19       07/01/26  

Senior

    1,389,500       1,172,828  

Hornblower Sub, LLC +, a

 

Cash 4.50% + L^^

    05/01/19       04/27/25  

Senior

    948,853       569,312  

Huntsman Holdings, LLC +, a

 

Cash 5.00% + L (0.75% Floor)^

    12/17/18       09/25/24  

Senior

    1,280,303       1,078,655  

Husky Injection Molding Systems Ltd. +, a

 

Cash 3.25% + L (1.00% Floor)^

    07/15/19       03/28/25  

Senior

    985,399       831,430  

Idera, Inc. +, a

 

Cash 4.50% + L (1.00% Floor)^

    12/17/18       06/27/24  

Senior

    1,280,257       1,126,626  

Infoblox Inc. +, a

 

Cash 4.50% + L^

    11/21/16       11/07/23  

Senior

    5,142,665       4,675,228  

Iron Mountain Information Management, LLC +, a

 

Cash 1.75% + L^

    04/04/18       01/02/26  

Senior

    3,665,625       3,491,250  

Kingpin Intermediate Holdings LLC +, a

 

Cash 3.50% + L (1.00% Floor)^

    10/05/18       07/03/24  

Senior

    1,353,133       946,631  

Loire Finco Luxembourg S.a.r.l. +, a

 

Cash 3.50% + L^^^

    01/24/20       01/22/27  

Senior

    1,400,000       1,227,338  

LTI Holdings, Inc. +, a

 

Cash 3.50% + L^

    10/22/18       09/06/25  

Senior

    985,000       735,874  

McAfee, LLC +, a

 

Cash 3.75% + L^^

    07/19/19       09/30/24  

Senior

    494,975       467,751  

McAfee, LLC +, a

 

Cash 4.50% + L (1.00% Floor)^

    02/02/18       09/27/24  

Senior

    3,370,130       3,197,176  

Messer Industries USA, Inc. +, a

 

Cash 2.50% + L^^

    04/26/19       03/01/26  

Senior

    1,386,000       1,232,022  

Mitchell International, Inc. +, a

 

Cash 3.25% + L^

    12/21/17       11/29/24  

Senior

    5,274,092       4,406,484  

MLN US HoldCo LLC +, a

 

Cash 4.50% + L^

    12/07/18       11/30/25  

Senior

    1,086,250       776,669  

Navicure, Inc. +, a

 

Cash 4.00% + L^^

    11/19/19       10/22/26  

Senior

    1,400,000       1,298,500  

Netsmart, Inc. +, a

 

Cash 3.75% + L (1.00% Floor)^

    07/16/18       04/19/23  

Senior

    2,267,920       2,052,468  

Netsmart, Inc. +, a

 

Cash 7.50% + L (1.00% Floor)^

    05/05/16       10/19/23  

Second Lien

    21,816,000       17,532,337  

Nexstar Broadcasting +, a

 

Cash 2.75% + L^

    10/02/19       09/21/26  

Senior

    1,440,938       1,354,481  

NSM Top Holdings Corp. +, a

 

Cash 5.25% + L^^

    11/26/19       11/16/26  

Senior

    1,496,250       1,346,625  

NTS Technical Systems +, a

 

Cash 6.25% + L (1.00% Floor)^

    06/19/15       06/12/21  

Senior

    7,015,262       6,816,629  

OEConnection LLC +, a

 

Cash 4.00% + L^

    10/28/19       09/25/26  

Senior

    2,090,361       1,687,967  

Panther BF Aggregator 2 LP +, a

 

Cash 3.50% + L^

    05/14/19       04/30/26  

Senior

    1,194,000       1,098,480  

Pearl Intermediate Parent, LLC +, a

 

Cash 2.75% + L^

    03/16/18       02/14/25  

Senior

    3,729,125       3,120,547  

Perforce Software, Inc. +, a

 

Cash 3.75% + L^^

    07/22/19       07/01/26  

Senior

    1,691,511       1,443,417  

Pet Holdings ULC +, a

 

Cash 5.50% + L (1.00% Floor)^^

    07/08/16       07/05/22  

Senior

    9,500,691       8,044,134  

PetVet Care Centers, LLC +, a

 

Cash 3.25% + L^

    04/12/19       02/14/25  

Senior

    1,184,962       989,444  

Plano Molding Company, LLC +, a

 

Cash 8.00% + L (1.00% Floor)^

    05/12/15       05/12/21  

Senior

    4,559,227       2,604,483  

Pluto Acquisition I, Inc. +, a

 

Cash 5.00% + L^^

    08/16/19       06/22/26  

Senior

    1,488,750       1,257,994  

Pre-Paid Legal Services, Inc. +, a

 

Cash 3.25% + L^^

    05/07/19       05/01/25  

Senior

    1,455,383       1,244,352  

Procera Networks, Inc. +, a

 

Cash 4.50% + L^^

    11/20/18       10/31/25  

Senior

    1,185,000       1,013,175  

Project Boost Purchaser, LLC +, a

 

Cash 3.50% + L^^

    07/19/19       06/01/26  

Senior

    1,791,000       1,510,404  

Prometric Holdings, Inc. +, a

 

Cash 7.50% + L (1.00% Floor)^

    01/29/18       01/29/26  

Second Lien

    13,604,350       10,819,028  

Quintiles IMS Inc. +, a

 

Cash 2.00% + E (0.50% Floor)##

    06/22/18       06/11/25  

Senior

    3,080,823       2,815,998  

Radiate HoldCo, LLC +, a

 

Cash 3.50% + L (0.75% Floor)^^

    07/16/19       02/01/24  

Senior

    1,587,916       1,453,603  

Radiology Partners, Inc. +, a

 

Cash 4.75% + L^^

    09/11/18       07/09/25  

Senior

    1,903,933       1,596,448  

Refinitiv US Holdings Inc. +, a

 

Cash 3.25% + L^

    11/19/18       10/01/25  

Senior

    2,962,500       2,857,583  

 

The accompanying notes are an integral part of these Consolidated Financial Statements.

 

7

 

 

Partners Group Private Equity (Master Fund), LLC

 

(a Delaware Limited Liability Company)

 

 

Consolidated Schedule of Investments –
March 31, 2020 (continued)

 

 

Private Equity Investments (continued)

Direct Investments * (continued)

Direct Debt (continued)

 

Interest

 

Acquisition
Date

   

Maturity
Date

 

Investment
Type

 

Principal

   

Fair
Value
**

 

North America (continued)

Restaurant Technologies, Inc. +, a

 

Cash 3.25% + L^^

    10/26/18       10/01/25  

Senior

  $ 493,750     $ 413,516  

Rocket Software, Inc. +, a

 

Cash 4.25% + L^

    12/05/18       11/28/25  

Senior

    1,683,000       1,406,239  

S2P Acquisition Borrower, Inc +, a

 

Cash 4.00% + L^

    10/07/19       08/14/26  

Senior

    995,000       855,700  

Safe Fleet Holdings LLC +, a, b

 

Cash 3.00% + L (1.00% Floor)^

    03/05/18       02/03/25  

Senior

    2,932,500       2,497,087  

SCIH Salt Holdings, Inc. +, a

 

Cash 4.50% + L (1.00% Floor)^^

    03/03/20       03/16/27  

Senior

    1,000,000       905,000  

Shearer’s Foods, LLC +, a

 

Cash 4.25% + L (1.00% Floor)^^

    05/17/18       06/30/21  

Senior

    3,145,062       2,978,525  

Shermco Intermediate Holdings, Inc. +, a

 

Cash 4.50% + L (1.00% Floor)^

    06/05/18       06/05/24  

Senior

    25,472,990       24,224,813  

Six Flags Theme Parks, Inc. +, a

 

Cash 2.00% + L^^

    05/29/19       04/17/26  

Senior

    992,500       874,144  

Sorenson Communications, LLC +, a

 

Cash 6.50% + L^^

    05/06/19       04/29/24  

Senior

    903,571       847,098  

Sound Inpatient Physicians, Inc +, a

 

Cash 3.00% + L^

    08/23/18       06/27/25  

Senior

    1,372,000       1,230,231  

Sprint Communications, Inc. +, a

 

Cash 3.00% + L (0.75% Floor)^

    12/05/18       02/02/24  

Senior

    1,481,250       1,475,695  

SS&C Technologies, Inc. +, a

 

Cash 2.25% + L^

    12/07/18       04/16/25  

Senior

    3,260,043       3,060,382  

SSH Group Holdings, Inc. +, a

 

Cash 4.25% + L^^

    09/11/18       07/30/25  

Senior

    3,455,003       2,781,277  

Star US Bidco LLC +, a

 

Cash 4.25% + L (1.00% Floor)^^

    03/03/20       03/17/27  

Senior

    1,300,000       1,131,000  

Telenet Financing USD LLC +, a

 

Cash 2.00% + L^^^

    01/24/20       04/30/28  

Senior

    2,400,000       2,229,600  

Tierpoint LLC +, a

 

Cash 6.25% + L (1.00% Floor)^

    04/18/16       05/05/25  

Second Lien

    12,870,000       13,230,000  

TLP Finance Holdings, LLC +, a

 

Cash 7.50% + L (1.00% Floor)^

    02/26/19       02/26/26  

Mezzanine

    46,491,375       39,141,089  

Utz Quality Foods, LLC +, a

 

Cash 3.50% + L^

    01/16/18       11/14/24  

Senior

    4,668,000       4,275,585  

VeriFone Systems, Inc. +, a

 

Cash 4.00% + L^^

    09/25/18       08/20/25  

Senior

    4,661,099       3,076,326  

VS Buyer, LLC +, a

 

Cash 3.25% + L^^

    02/19/20       02/28/27  

Senior

    2,000,000       1,930,000  

West Corporation +, a

 

Cash 3.50% + L (1.00% Floor)^^

    04/20/18       10/10/24  

Senior

    3,530,000       2,618,653  

WP CityMD Bidco LLC +, a

 

Cash 4.50% + L (1.00% Floor)^^

    09/01/19       08/13/26  

Senior

    2,992,500       2,673,290  

Zayo Group Holdings, Inc. +, a

 

Cash 3.00% + L^^

    02/20/20       03/09/27  

Senior

    2,900,000       2,755,000  

Total North America (9.76%)

                                  489,702,309  
                                       

Rest of World (0.57%)

AI Sirona (Luxembourg) Acquisition S.a.r.l. +, a

 

Cash 4.75% + L^^^

    10/05/18       07/10/25  

Senior

    20,368,074       16,129,907  

AI Sirona (Luxembourg) Acquisition S.a.r.l. +, a

 

Cash 4.00% + E###

    10/05/18       09/29/25  

Senior

    2,401,128       1,862,099  

AI Sirona (Luxembourg) Acquisition S.a.r.l. +, a

 

Cash 7.25% + E###

    10/11/18       07/10/26  

Second Lien

    12,553,388       10,427,049  

Total Rest of World (0.57%)

                                  28,419,055  
                                       

Western Europe (3.40%)

AI Convoy (Luxembourg) S.à.r.l. +, a

 

Cash 3.50% + L (1.00% Floor)^^^

    01/31/20       01/20/27  

Senior

    4,488,496       1,705,250  

AI Ladder (Luxembourg) Subco S.à r.l. +, a

 

Cash 4.50% + L^^

    08/07/18       07/09/25  

Senior

    2,309,817       1,947,938  

AI PLEX AcquiCo GmbH +, a

 

Cash 5.00% + L^^^

    08/23/19       07/31/26  

Senior

    1,990,000       3,537,562  

Altran Technologies S.A. +, a

 

Cash 2.75% + E##

    04/10/18       03/20/25  

Senior

    2,256,726       1,956,433  

Aston Finco S.à.r.l. +, a

 

Cash 4.25% + L^^

    11/14/19       10/09/26  

Senior

    2,800,000       2,513,000  

Aston Finco S.à.r.l. +, a

 

Cash 8.25% + L^^

    10/25/19       10/09/27  

Second Lien

    36,733,592       31,128,119  

Auris Luxembourg III Sarl +, a

 

Cash 3.75% + L^

    04/04/19       02/27/26  

Senior

    991,242       761,601  

Autoform Lux S.a.r.l +, a

 

Cash 3.75% + L^^^

    07/22/16       07/21/23  

Senior

    1,677,395       1,491,875  

Autoform Lux S.a.r.l +, a

 

Cash 3.75% + E###

    07/22/16       07/21/23  

Senior

    5,051,317       5,059,416  

CD&R Firefly Bidco Limited +, a

 

Cash 4.50% + L^

    08/31/18       06/23/25  

Senior

    5,199,152       4,043,654  

CD&R Firefly Bidco Limited +, a

 

Cash 7.75% + L^^

    06/21/18       06/18/26  

Second Lien

    26,191,610       20,034,930  

Compass IV Limited +, a

 

Cash 4.50% + E###

    07/06/18       05/09/25  

Senior

    341,033       143,734  

CTC AcquiCo GmbH +, a

 

Cash 3.00% + E##

    03/29/18       03/07/25  

Senior

    3,608,360       2,608,601  

EG Finco Limited +, a

 

Cash 4.00% + L^

    05/22/18       02/07/25  

Senior

    3,900,035       2,916,506  

 

The accompanying notes are an integral part of these Consolidated Financial Statements.

 

8

 

 

Partners Group Private Equity (Master Fund), LLC

 

(a Delaware Limited Liability Company)

 

 

Consolidated Schedule of Investments –
March 31, 2020 (continued)

 

 

Private Equity Investments (continued)

Direct Investments * (continued)

Direct Debt (continued)

 

Interest

 

Acquisition
Date

   

Maturity
Date

 

Investment
Type

 

Principal

   

Fair
Value
**

 

Western Europe (continued)

EG Finco Limited +, a

 

Cash 4.00% + E##

    06/20/18       02/07/25  

Senior

  $ 1,917,922     $ 1,336,109  

EG Finco Limited +, a

 

Cash 8.00% + L (1.00% Floor)^^^

    05/23/18       04/20/26  

Second Lien

    1,915,044       1,560,898  

Evergood 4 ApS +, a

 

Cash 3.25% + E##

    02/23/18       02/06/25  

Senior

    6,249,672       4,793,464  

Genesis Specialist Care Finance UK Limited +, a

 

Cash 5.00% + L (1.00% Floor)^^

    03/05/20       03/05/27  

Senior

    2,200,000       1,980,000  

Grupo Iberica de Congelados, SA +, a

 

Cash 7.00% + E##

    06/28/19       11/28/24  

Senior

    1,067,881       846,077  

ION Trading Finance Limited +, a

 

Cash 4.00% + L (1.00% Floor)^^

    10/03/18       11/21/24  

Senior

    4,911,854       4,125,958  

IWH UK Midco Limited +, a

 

Cash 4.00% + E###

    02/28/18       11/28/24  

Senior

    5,886,679       4,257,129  

Kiwi VFS Sub II S.a.r.l. +, a

 

Cash 3.25% + E##

    08/21/18       07/29/24  

Senior

    1,151,803       899,702  

Lary 4 AB +, a

 

Cash 3.25% + E#

    08/09/16       07/20/23  

Senior

    10,137,883       9,004,869  

Matador Bidco S.a r.l. +, a

 

Cash 4.75% + L^^

    11/12/19       10/15/26  

Senior

    2,500,000       2,208,338  

Mehiläinen Yhtiöt Oy +, a

 

Cash 4.25% + E##

    09/10/18       08/11/25  

Senior

    1,508,647       1,238,556  

Nomad Foods Lux S.a.r.l. +, a

 

Cash 2.25% + L^

    07/02/18       05/15/24  

Senior

    1,583,749       1,464,968  

Nouryon Finance B.V. +, a

 

Cash 3.25% + L^

    11/14/18       10/01/25  

Senior

    2,315,171       2,118,381  

OT Luxco 3 & Cy S.C.A. +, a

 

Cash 8.75% + E (1.00% Floor)###; PIK 9.00%

    05/31/17       05/31/27  

Mezzanine

    21,754,138       16,962,945  

PI UK Holdco II Limited +, a

 

Cash 3.50% + L (1.00% Floor)^

    02/15/18       01/03/25  

Senior

    4,332,903       3,697,782  

Rouge Beachhouse B.V. +, a

 

Cash 3.75% + E##

    10/15/18       07/25/25  

Senior

    579,174       455,337  

Sapphire Bidco B.V. +, a

 

Cash 3.25% + E##

    05/25/18       05/05/25  

Senior

    5,827,475       4,040,021  

Sigma Bidco B.V. +, a

 

Cash 3.50% + E#

    08/03/18       07/02/25  

Senior

    4,786,053       4,043,175  

Springer Science & Business Media Finance +, a

 

Cash 3.50% + L (1.00% Floor)^

    09/25/13       08/15/22  

Senior

    12,423,796       11,703,980  

Sunshine Luxembourg VII Sarl +, a

 

Cash 4.25% + L (1.00 Floor)^^

    10/22/19       10/01/26  

Senior

    1,496,250       1,359,717  

Tahoe Subco 1 Ltd. +, a

 

Cash 3.50% + L (1.00% Floor)^^

    03/20/18       06/13/24  

Senior

    2,784,087       2,331,070  

TDC A/S +, a

 

Cash 2.75% + E#

    10/22/18       06/04/25  

Senior

    1,506,866       1,364,838  

Virgin Media Bristol, LLC +, a

 

Cash 2.50% + L^

    02/07/18       01/31/28  

Senior

    5,486,250       5,104,000  

Zacapa S.a.r.l. +, a

 

Cash 5.00% + L (0.75% Floor)^^

    07/31/18       07/02/25  

Senior

    1,773,000       1,627,836  

Ziggo Financing Partnership +, a

 

Cash 2.50% + L^^

    02/27/20       04/30/28  

Senior

    2,500,000       2,297,500  

Total Western Europe (3.40%)

                              170,671,269  

Total Direct Debt (14.88%)

                                $ 746,578,424  
                                       

Total Direct Investments (68.10%)

                                $ 3,417,590,051  

 

Private Equity Investments (continued)

Secondary Investments *, c (8.05%)

 

Acquisition
Date

   

Fair
Value

 

Asia - Pacific (0.02%)

Baring Asia Private Equity Fund IV, L.P. +, a

    11/24/09     $ 19,413  

Carlyle Japan International Partners II, L.P. +, a

    09/30/13       117,972  

CVC Capital Partners Asia Pacific III, L.P. +, a

    01/11/13       346,964  

TRG Growth Partnership (Offshore) II, L.P. +, a

    08/02/10       109,266  

TRG Growth Partnership (Offshore), L.P. +, a

    08/02/10       6,006  

TRG Growth Partnership II, L.P. +, a

    07/08/10       319,550  

Total Asia - Pacific (0.02%)

            919,171  
                 

North America (7.34%)

Apollo Investment Fund IX, L.P +, a

    06/01/17       5,166,861  

Apollo Investment Fund VII, L.P. +, a

    07/01/10       164,089  

Apollo Overseas Partners (Delaware) VII, L.P. +, a

    10/01/09       67,570  

Ares PE Extended Value Fund, L.P. +, a

    11/14/19       29,216,356  

Bain Capital Fund VIII, L.P. +, a, e

    12/31/15       1,231  

Bain Capital Fund X, L.P. +, a

    06/30/11       3,791,887  

 

The accompanying notes are an integral part of these Consolidated Financial Statements.

 

9

 

 

Partners Group Private Equity (Master Fund), LLC

 

(a Delaware Limited Liability Company)

 

 

Consolidated Schedule of Investments –
March 31, 2020 (continued)

 

 

Private Equity Investments (continued)

Secondary Investments *, c (continued)

 

Acquisition
Date

   

Fair
Value

 

North America (continued)

Bain Capital IX Co-Investment Fund, L.P. +, a

    12/31/15     $ 3,440  

Bain Capital Partners IX, L.P. +, a

    12/31/15       21,505  

Bain Capital VIII Co-Investment Fund, L.P. +, a, e

    12/31/15       428  

Bain Capital X Co-Investment Fund, L.P. +, a

    06/30/11       1  

Bertram Growth Capital II-A, L.P. +, a

    09/30/15       721,037  

Carlyle Partners IV, L.P. +, a

    06/30/11       2  

Clayton, Dubilier & Rice Fund VIII, L.P. +, a

    03/29/12       1,956,988  

Frazier Healthcare VI, L.P. +, a

    06/30/12       214,218  

FS Equity Partners V, L.P. +, a

    08/07/12       682,336  

Genstar Capital Partners V, L.P. +, a

    09/30/15       253,381  

Gridiron Energy Feeder I, L.P. +, a, e

    05/15/17       34,066,652  

Gryphon Partners 3.5, L.P. +, a

    05/21/13       1,010,588  

Gryphon Partners IV L.P. +, a, e

    02/08/16       27,079,600  

H.I.G. Bayside Debt & LBO Fund II, L.P. +, a

    12/30/10       331,825  

Harvest Partners V, L.P. +, a

    09/30/11       1  

Harvest Partners VII, L.P. +, a

    12/14/15       8,667,698  

Hellman & Friedman Capital Partners VI, L.P. +, a

    12/31/12       327,867  

Hellman & Friedman Capital Partners VII, L.P. +, a

    06/30/14       3,116,201  

Highstar Capital III Prism Fund, L.P. +, a

    07/01/10       21,112  

Insight Venture Partners Continuation Fund, L.P. +, a

    09/09/19       41,331,056  

Investcorp Private Equity 2007 Fund, L.P. +, a

    03/31/11       116,354  

Investcorp Technology Partners III (Cayman), L.P. +, a

    08/19/11       13,603  

Irving Place Capital Investors II, L.P. +, a

    03/22/10       2,072  

Lee Equity Partners II, L.P. +, a

    06/30/17       2,979,614  

Lee Equity Partners Realization Fund, L.P. +, a

    06/30/17       15,559,995  

Lightyear Fund II, L.P. +, a

    09/30/13       412,915  

Madison Dearborn Capital Partners V, L.P. +, a

    01/03/12       21,173  

MidOcean Partners III, L.P. +, a

    06/30/11       332,750  

Monomoy Capital Partners II, L.P. +, a

    09/30/15       800,543  

Northgate Growth Fund, L.P. +, a

    12/20/19       69,500  

NVP VIII PG, L.P. +, a

    05/31/19       18,360,997  

Oak Investment Partners XII, L.P. +, a

    06/28/12       390,919  

Palladium Equity Partners III, L.P. +, a

    08/02/10       605  

Pamlico Capital GP II, LLC +, a

    03/31/14       4,672  

Pamlico Capital II, L.P. +, a

    03/31/14       45,499  

Providence Equity Partners IV, L.P. +, a

    06/30/11       604  

Providence Equity Partners V, L.P. +, a

    06/30/11       4,157  

Providence Equity Partners VI-A, L.P. +, a

    06/30/13       4,433,195  

Providence Equity Partners VII-A, L.P. +, a

    06/30/13       1,738,835  

Revelstoke Single Asset Fund I, L.P. +, a

    11/20/19       42,639,176  

Silver Lake Partners II, L.P. +, a

    06/30/14       1,012  

Silver Lake Partners III, L.P. +, a

    06/30/10       2,981,568  

Silver Lake Partners V, L.P. +, a

    03/31/17       27,872,328  

Silver Lake Sumeru Fund, L.P. +, a

    12/18/09       114,248  

SL SPV-1, L.P. +, a

    12/01/17       14,725,066  

SL SPV-2, L.P. +, a

    05/01/19       3,973,985  

Sun Capital Partners V, L.P. +, a

    09/30/13       5,345,044  

TA Atlantic & Pacific VI, L.P. +, a

    09/30/15       227,470  

TA X, L.P. +, a

    09/30/15       376  

TA XI, L.P. +, a

    09/30/15       1,973,391  

TCV VI, L.P. +, a

    09/30/13       396,048  

TCV VII (A), L.P. +, a

    09/30/13       7,421,370  

TorQuest Partners Fund (U.S.) II, L.P. +, a

    09/30/15       132,361  

TPG Partners V, L.P. +, a

    07/11/11       37,209  

 

The accompanying notes are an integral part of these Consolidated Financial Statements.

 

10

 

 

Partners Group Private Equity (Master Fund), LLC

 

(a Delaware Limited Liability Company)

 

 

Consolidated Schedule of Investments –
March 31, 2020 (continued)

 

 

Private Equity Investments (continued)

Secondary Investments *, c (continued)

 

Acquisition
Date

   

Fair
Value

 

North America (continued)

TPG Partners VI, L.P. +, a

    07/01/10     $ 4,626,501  

Tudor Ventures III, L.P. +, a

    12/31/12       79,773  

Vistria Fund III, LP +, a

    06/19/19       82,537  

Warburg Pincus Private Equity X, L.P. +, a

    09/28/12       2,150,444  

Welsh, Carson, Anderson & Stowe XII, L.P. +, a

    12/31/18       50,332,409  

Total North America (7.34%)

            368,614,248  
                 

Western Europe (0.69%)

3i Eurofund Vb, L.P. +, a

    09/30/09       130,198  

3i Growth Capital B, L.P. +, a

    10/01/14       55,635  

Abingworth Bioventures III, L.P. +, a

    09/30/15       2,626  

Abingworth Bioventures V Co-Investment Growth Equity Fund, L.P. +, a

    06/30/12       173,617  

Abingworth Bioventures V, L.P. +, a

    06/30/12       123,423  

Advent International GPE VI, L.P. +, a

    09/30/10       445,259  

Apax Europe VI - A, L.P. +, a

    07/01/11       134,475  

Apax Europe VII - B, L.P. +, a

    04/30/11       17,244  

Astorg V FCPR +, a

    09/30/15       570,521  

Astorg VI, FCPI +, a

    06/30/16       10,376,078  

BC European Capital IX, L.P. +, a

    09/30/14       3,935,775  

Carlyle Europe Partners II, L.P. +, a

    12/28/12       17,884  

Carlyle Europe Partners III, L.P. +, a

    12/28/12       1,118,467  

CCP IX L.P. No.2 +, a

    09/30/14       652,843  

CVC European Equity Partners V, L.P. +, a

    12/28/12       313,052  

ESP Golden Bear Europe Fund +, a

    12/31/16       9,982,623  

Galileo III FCPR +, a

    09/30/15       31,571  

Graphite Capital Partners VII Top-Up +, a

    09/30/15       57,282  

Graphite Capital Partners VII, L.P. +, a

    09/30/15       291,186  

Indigo Capital V, L.P. +, a

    09/30/15       64,447  

Industri Kapital 2000, L.P. +, a

    09/30/15       1,344  

Italian Private Equity Fund IV, L.P. +, a

    01/29/16       14,101  

KKR European Fund III, L.P. +, a

    11/01/10       327,547  

Montagu III, L.P. +, a

    12/09/09       1  

PAI Europe V +, a

    09/30/14       36,132  

Permira Europe II, L.P. +, a

    11/29/13       17,473  

Permira Europe III, L.P. +, a

    09/30/13       27,790  

Permira IV, L.P. +, a

    09/30/13       3,115,747  

Riverside Europe Fund IV, L.P. +, a

    09/30/14       1,062,421  

Terra Firma Capital Partners III, L.P. +, a

    09/30/13       1,442,395  

Total Western Europe (0.69%)

            34,539,157  

Total Secondary Investments (8.05%)

          $ 404,072,576  
                 

Private Equity Investments (continued)

Primary Investments *, c (11.45%)

 

Acquisition
Date

   

Fair
Value

 

Asia - Pacific (0.90%)

Baring Asia Private Equity Fund V, L.P. +, a

    12/01/10     $ 2,943,645  

BGH Capital Fund I +, a

    03/01/18       1  

CPEChina Fund III, L.P. +, a

    03/28/18       6,552,350  

Hony Capital Fund VIII, L.P. +, a, e

    10/30/15       6,722,306  

Hony Capital Partners V, L.P. +, a, e

    12/15/11       5,682,227  

J-STAR No.4-C, L.P. +, a

    08/02/19       1,154,905  

Primavera Capital Fund III L.P. +, a

    05/09/18       5,432,815  

Southern Capital Fund IV L.P. +, a

    01/26/18       810,754  

The Baring Asia Private Equity Fund VII, L.P. +, a, e

    07/10/18       1,753,407  

 

The accompanying notes are an integral part of these Consolidated Financial Statements.

 

11

 

 

Partners Group Private Equity (Master Fund), LLC

 

(a Delaware Limited Liability Company)

 

 

Consolidated Schedule of Investments –
March 31, 2020 (continued)

 

 

Private Equity Investments (continued)

Primary Investments *, c (continued)

 

Acquisition
Date

   

Fair
Value

 

Asia - Pacific (continued)

TPG Asia VII (B), L.P. +, a

    12/07/18     $ 7,345,520  

Trustbridge Partners VI, L.P. +, a

    04/12/18       6,882,243  

Total Asia - Pacific (0.90%)

            45,280,173  
                 

North America (7.21%)

Advent Global Technology, L.P. +, a

    06/25/19       298,017  

AEA Investors Fund VII L.P. +, a

    02/08/19       328,931  

American Industrial Partners Capital Fund VII, L.P. +, a, e

    03/29/19       114,254  

Apollo Investment Fund VIII, L.P. +, a

    06/28/13       6,285,032  

Ares Corporate Opportunities Fund IV, L.P. +, a

    04/19/12       4,255,545  

Ares Corporate Opportunities Fund V, L.P. +, a

    12/28/15       6,930,559  

Avista Capital Partners II, L.P. +, a

    03/15/10       122,451  

Avista Capital Partners III, L.P. +, a

    10/03/11       87,483  

Bain Capital Fund XII, L.P. +, a

    06/30/17       6,558,330  

Berkshire Fund IX, L.P. +, a

    03/18/16       5,755,533  

Caltius Partners V-A, L.P. +, a

    12/02/14       4,890,295  

Carlyle Partners VII, L.P. +, a

    11/29/17       8,000,318  

Clayton Dubilier & Rice Fund IX, L.P. +, a

    07/31/13       5,046,410  

Clearlake Capital Partners V, L.P. +, a

    12/15/17       20,468,363  

Clearlake Capital Partners VI, L.P. +, a, d

    12/10/19        

Crescent Mezzanine Partners VI, L.P. +, a

    03/30/12       1,439,881  

Genstar Capital Partners IX, L.P. +, a, e

    02/21/19       2,886,737  

Genstar Capital Partners VI, L.P. +, a

    09/01/12       3,187,512  

Genstar Capital Partners VII, L.P. +, a

    06/26/15       7,279,086  

Genstar Capital Partners VIII, L.P. +, a

    03/23/17       23,605,138  

GoldPoint Mezzanine Partners IV, L.P. +, a

    12/30/15       9,750,555  

Green Equity Investors Side VIII, L.P. +, a, d

    10/18/19        

Gryphon Partners V, L.P. +, a

    02/23/18       5,923,525  

Harvest Partners VIII, L.P. +, a

    12/19/18       2,238,827  

Insight Venture Partners X, L.P. +, a

    07/06/18       6,754,537  

Insight Venture Partners XI, L.P. +, a

    12/17/19       674,797  

KKR Americas Fund XII L.P. +, a

    01/31/18       10,617,595  

KKR North America Fund XI, L.P. +, a

    02/01/12       7,083,190  

Kleiner Perkins Caufield & Byers XIX LLC +, a

    03/05/20       360,000  

Kohlberg TE Investors IX, L.P. +, a, d

    12/20/19        

Kohlberg TE Investors VII, L.P. +, a

    09/15/11       2,734,273  

Kohlberg TE Investors VIII, L.P. +, a, e

    08/04/16       21,953,485  

Lee Equity Partners Realization Fund Captive AIV, L.P. +, a, d

    05/31/19        

Leeds Equity Partners VI, L.P. +, a

    11/25/16       11,002,694  

Lerer Hippeau Select Fund III, LP +, a

    12/20/19       675,000  

Lerer Hippeau VII, LP +, a

    12/20/19       225,000  

Madison Dearborn Capital Partners VIII, L.P. +, a, d

    03/20/20        

Nautic Partners IX-A, L.P. +, a

    03/12/19       833,652  

Nautic Partners VII-A, L.P. +, a

    06/27/14       4,081,897  

New Enterprise Associates 14, L.P. +, a

    05/04/12       5,207,369  

New Enterprise Associates 17, L.P. +, a

    06/06/19       1,701,435  

New Mountain Capital V, L.P. +, a, e

    06/29/17       16,617,014  

NexPhase Capital Fund III-A, LP +, a

    09/01/16       22,341,560  

Oak Hill Capital Partners IV, L.P. +, a

    04/28/17       17,152,334  

Oak Hill Capital Partners V, L.P. +, a

    12/21/18       1,764,572  

Pamlico Capital V, L.P. +, a, d

    02/03/20        

PennantPark Credit Opportunities Fund II, L.P. +, a

    08/03/12       7,180,341  

Silver Lake Partners IV, L.P. +, a

    07/30/12       10,421,742  

Sumeru Equity Partners Fund, L.P. +, a

    04/27/15       3,627,594  

 

The accompanying notes are an integral part of these Consolidated Financial Statements.

 

12

 

 

Partners Group Private Equity (Master Fund), LLC

 

(a Delaware Limited Liability Company)

 

 

Consolidated Schedule of Investments –
March 31, 2020 (continued)

 

 

Private Equity Investments (continued)

Primary Investments *, c (continued)

 

Acquisition
Date

   

Fair
Value

 

North America (continued)

TA XIII-B, L.P. +, a

    05/02/19     $ 1,806,300  

TCV X, L.P. +, a

    08/31/18       3,069,342  

Thompson Street Capital Partners IV, L.P. +, a

    12/10/15       8,039,015  

Thompson Street Capital Partners V, L.P. +, a

    05/04/18       3,201,290  

TPG Partners VII, L.P. +, a

    03/01/16       12,930,447  

TPG Partners VIII, L.P. +, a

    01/31/19       234,765  

Trident VII, L.P. +, a

    09/22/16       18,950,426  

Trident VIII, L.P. +, a, d

    04/05/19        

Vista Equity Partners Fund VII, L.P. +, a

    08/31/18       3,875,375  

Vistria Fund II, L.P. +, a

    12/19/17       8,780,393  

Vistria Fund III, LP +, a

    06/19/19       82,537  

Warburg Pincus Global Growth, L.P. +, a

    11/20/18       1,427,672  

Welsh, Carson, Anderson & Stowe XII, L.P. +, a

    12/19/14       12,817,832  

Welsh, Carson, Anderson & Stowe XIII, L.P. +, a

    07/25/18       290,964  

Windjammer Senior Equity Fund IV, L.P. +, a

    02/06/13       7,889,490  

Total North America (7.21%)

            361,858,711  
                 

Rest of World (0.64%)

Advent Latin American Private Equity Fund VI-H L.P. +, a

    10/17/14       5,526,768  

Altra Private Equity Fund II, L.P. +, a, e

    12/07/12       2,444,407  

Patria - Brazilian Private Equity Fund IV, L.P. +, a

    06/30/11       5,835,608  

Polish Enterprise Fund VIII, L.P. +, a

    09/15/17       18,297,936  

Total Rest of World (0.64%)

            32,104,719  
                 

Western Europe (2.70%)

Advent International GPE IX-C, L.P. +, a

    05/31/19       4,365,337  

Advent International GPE VII-B, L.P. +, a

    07/01/12       7,635,414  

Advent International GPE VIII-C, L.P +, a

    03/22/16       9,931,448  

Apax X USD L.P. +, a, d

    07/16/19        

Axcel VI K/S +, a, d

    02/21/20        

Bain Capital Europe Fund IV, L.P. +, a

    09/01/14       5,256,000  

CapVest Equity Partners III B, L.P. +, a

    08/30/13       6,805,148  

Capvis Equity V L.P. +, a

    01/17/18       8,430,126  

Carlyle Europe Partners IV, L.P. +, a

    08/27/13       1,616,189  

Carlyle Europe Partners V, L.P. +, a, e

    04/23/18       1,052,928  

CVC Capital Partners VI (A) L.P. +, a

    07/05/13       6,936,249  

EQT Mid-Market (No.1) Feeder L.P. +, a

    07/01/16       13,089,471  

EQT VI (No.1), L.P. +, a

    07/01/11       1,352,030  

Gilde Buy-Out Fund VI C.V. +, a

    06/28/19       1  

Graphite Capital Partners IX L.P. +, a

    04/11/18       583,493  

Hg Saturn I L.P. +, a

    06/28/18       16,162,050  

HgCapital 8 L.P. +, a

    12/19/16       7,669,147  

HgCapital Mercury 2 +, a

    02/15/17       5,216,404  

Index Ventures Growth III (Jersey) L.P. +, a

    03/18/15       13,050,359  

KKR European Fund V (EUR) SCSp +, a

    11/05/18       1,835,284  

Nordic Capital IX, L.P. +, a, e

    07/18/17       10,778,274  

PAI Europe VI-1, L.P. +, a

    03/12/15       6,918,425  

Permira VII L.P. +, a

    06/21/19       2,830,771  

Sixth Cinven Fund (No.3) L.P. +, a, e

    05/01/16       4,024,841  

The Seventh Cinven Fund, L.P. +, a, d

    04/16/19        

Total Western Europe (2.70%)

            135,539,389  

Total Primary Investments (11.45%)

          $ 574,782,992  
                 

Total Private Equity Investments (Cost $4,160,842,488)(87.60%)

          $ 4,396,445,619  

 

The accompanying notes are an integral part of these Consolidated Financial Statements.

 

13

 

 

Partners Group Private Equity (Master Fund), LLC

 

(a Delaware Limited Liability Company)

 

 

Consolidated Schedule of Investments –
March 31, 2020 (continued)

 

 

Short-Term Investments (3.99%)

U.S. Government Treasury Obligations g (3.99%)

 

Interest

   

Acquisition
Date

   

Maturity
Date

   

Principal

   

Fair
Value

 

U.S. Treasury Bill

    1.54%       01/13/20       04/23/20     $ 200,000,000     $ 199,907,662  

Total U.S. Government Treasury Obligations (3.99%)

                                  $ 199,907,662  
                                         

Total Short-Term Investments (Cost $199,907,661)(3.99%)

                          $ 199,907,662  
                                         

Total Investments (Cost $4,489,104,257)(93.99%)

                                    4,716,931,949  
                                         

Other Assets in Excess of Liabilities (6.01%)

                                    301,588,738  
                                         

Net Assets (100.00%)

                                  $ 5,018,520,687  

 

*

Direct Investments are private investments directly into the equity or debt of selected operating companies, often together with the management of the company. Primary Investments are investments in newly established private equity partnerships where underlying portfolio companies are not known as of the time of investment. Secondary Investments are portfolios of assets on the secondary market.

 

**

The Fair Value of any Direct Investment may not necessarily reflect the current or expected future performance of such Direct Investment or the Fair Value of the Fund’s interest in such Direct Investment. Furthermore, the Fair Value of any Direct Investment has not been calculated, reviewed, verified or in any way approved by such Direct Investment or its general partner, manager or sponsor (including any of its affiliates). Please see below for further details regarding the valuation policy of the Fund.

 

^

The interest rate on these loans is subject to the greater of a LIBOR floor or 1 month LIBOR plus a base rate. The 1 month LIBOR as of March 31, 2020 was 0.99%.

 

^^

The interest rate on these loans is subject to the greater of a LIBOR floor or 3 month LIBOR plus a base rate. The 3 month LIBOR as of March 31, 2020 was 1.45%.

 

^^^

The interest rate on these loans is subject to the greater of a LIBOR floor or 6 month LIBOR plus a base rate. The 6 month LIBOR as of March 31, 2020 was 1.18%.

 

#

As of March 31, 2020, 1 month Euribor was -0.42%.

 

##

As of March 31, 2020, 3 month Euribor was -0.36%.

 

###

As of March 31, 2020, 6 month Euribor was -0.29%.

 

+

The fair value of the investment was determined using significant unobservable inputs.

 

As of March 31, 2020, 1 month Bank Bill Swap Rate was 0.35%.

 

††

As of March 31, 2020, 3 month Bank Bill Swap Rate was 0.37%.

 

a

Private equity investments are generally issued in private placement transactions and as such are generally restricted as to resale. Each investment may have been purchased on various dates and for different amounts. The date of the first purchase is reflected under Acquisition Date as shown in the Schedule of Investments. Total fair value of restricted investments as of March 31, 2020 was $4,396,445,619, or 87.60% of net assets. As of March 31, 2020, the aggregate cost of each investment restricted to resale was $22,381,085, $10,621,500, $102,112, $27,897,888, $38,102,078, $2,204,592, $14,353,176, $3,600,295, $6,738,343, $2,630,127, $20,000,000, $73,500,000, $1,823,114, $11,478,466, $22,932,000, $11,862,703, $10,085, $11,587,190, $1,226,349, $36,291,579, $35,274,427, $4,168,272, $17,127,003, $27,200,412, $2,887,500, $8,571,126, $8,700,000, $100,000,000, $14,706,944, $38,644,608, $100,000,000, $56,959,319, $35,134,908, $3,457,439, $82,017,309, $87,093, $9,135,720, $78,300,000, $317,827, $172,633, $37,921,966, $5,000,000, $2,899,729, $473,334, $23,178,823, $78,652,850, $45,161,442, $32,102,865, $15,452,333, $6,739,319, $1,095,000, $52,454,049, $39,287,856, $2,817,098, $28,417,946, $54,969,200, $14,872,000, $4,754,931, $81,002,756, $4,878,849, $4,632,829, $9,757,979, $26,854,553, $6,939,071, $69,246,328, $17,510,132, $0, $9,500,725, $2,715,999, $3,792,769, $22,791,101, $89,101,353, $114,301, $86,105,773, $378,368, $21,901,395, $27,818,080, $14,672,982, $53,940,376, $86,191,449, $10,685,164, $963,071, $18,777,316, $6,058,452, $3,081,671, $393,923, $662,069, $288,509, $9,986,562, $92,759,254, $21,615,986, $48,949,162, $17,052,864, $17,052,864, $3,373,262, $11,096,386, $25,891,566, $7,793, $68,280, $1,063,586, $6,274,935, $23,873,383, $18,798,388, $1, $12,156,155, $6,931,038, $12,811,375, $7,463,104, $31,826,884, $1,287,527, $1,958,551, $4,803,175, $6,680,793, $1,478,184, $1,086,738, $1,097,268, $16,587,849, $1,413,973, $1,188,557, $1,278,933, $1,146,296, $67,918,647, $2,431,685, $4,859,331, $2,475,569, $20,335,000, $991,028, $1,371,094, $1,471,448, $5,858,797, $999,215, $8,195,934, $2,998,014, $9,900,000, $985,481, $1,465,070, $986,194, $485,299, $881,398, $1,679,688, $2,865,577, $27,288,462, $0, $1,231,973, $1,493,851, $1,964,437, $1,496,446, $1,938,851, $990,000, $1,357,234, $1,998,313, $1,755,282, $992,843, $28,508,806, $1,212,668, $1,783,009, $2,956,399, $61,667,994, $22,198,071, $2,951,530, $976,584, $1,868,203, $1,956,703, $1,833,616, $1,870,169, $978,577, $3,079,134, $4,306,219, $5,732,274, $1,376,693, $944,724, $1,275,131, $959,089, $1,277,710, $5,142,665, $3,667,935,

 

The accompanying notes are an integral part of these Consolidated Financial Statements.

 

14

 

 

Partners Group Private Equity (Master Fund), LLC

 

(a Delaware Limited Liability Company)

 

 

Consolidated Schedule of Investments –
March 31, 2020 (continued)

 

 

$1,351,833, $1,400,000, $980,967, $491,708, $3,374,148, $1,382,946, $5,258,520, $1,083,961, $1,393,311, $2,261,520, $21,816,000, $1,434,182, $1,481,881, $7,015,262, $2,080,451, $1,183,346, $3,722,690, $1,683,753, $9,500,691, $1,149,531, $4,722,864, $1,474,959, $1,439,595, $1,180,045, $1,780,974, $14,065,089, $3,080,934, $1,567,464, $1,889,903, $2,906,362, $492,736, $1,675,923, $990,319, $2,930,664, $990,000, $3,168,404, $24,932,710, $990,290, $873,187, $1,369,277, $1,469,883, $3,263,181, $3,439,703, $1,287,000, $2,394,000, $12,870,000, $45,773,712, $4,675,276, $4,621,910, $1,990,000, $3,533,756, $2,964,599, $2,892,750, $20,200,765, $2,293,726, $12,448,358, $1,890,570, $2,254,146, $4,485,748, $2,261,984, $2,773,172, $35,673,583, $981,906, $1,677,395, $5,099,008, $5,178,370, $26,282,200, $229,574, $3,425,243, $3,905,096, $1,802,466, $1,929,644, $5,931,239, $2,167,000, $999,274, $4,902,170, $5,894,724, $1,138,858, $10,137,883, $2,476,086, $1,502,675, $1,580,874, $2,305,607, $22,553,319, $4,365,028, $579,174, $5,827,475, $4,618,118, $12,396,671, $1,489,158, $2,786,744, $1,497,789, $5,489,524, $1,758,790, $2,500,000, $23,271, $131,175, $1,460,696, $146,326, $53,395, $533,034, $6,458,512, $398,205, $46,701, $29,193,454, $40,325, $451,287, $85,577, $320,338, $598, $1, $57,235, $2, $2, $1, $1,158,141, $1, $25,789,436, $1, $20,026,979, $1, $1, $9,480,364, $303, $1, $162,146, $43,479,097, $1, $1, $39,077, $2,930,441, $7,549,716, $4,361,621, $3, $1, $729,914, $69,500, $21,106,099, $1,376,417, $1, $1, $31,532, $8, $428,308, $8,018,849, $375,134, $40,745,839, $1, $2,831, $25,947,627, $2,144, $14,127,607, $4,658,933, $19,793,748, $104,980, $88,657, $1, $299,644, $1, $969,555, $1,171,049, $3,485,753, $803,341, $82,537, $1, $37,145,037, $3, $1, $1, $922,532, $173,570, $48,796, $212,958, $332,524, $459,044, $9,665,329, $1,168,447, $107,727, $3,062,954, $3,322,997, $1, $1, $1, $58,075, $314,412, $181,332, $1, $1, $2, $229, $1, $101,953, $390,786, $3,067,983, $823,741, $1, $2,713,539, $480,206, $7,825,822, $8,792,949, $7,972,380, $1,457,226, $6,298,661, $1,466,441, $2,618,671, $9,494,065, $7,174,676, $370,500, $427,080, $339,596, $4,907,681, $1,490,254, $7,593,144, $219,478, $1,503,503, $8,811,916, $6,160,810, $4,479,945, $12,450,519, $2,353,521, $14,705,773, $0, $651,243, $4,049,549, $1, $3,272,975, $17,132,447, $8,318,642, $0, $6,568,645, $3,329,517, $6,751,451, $750,000, $12,294,475, $1,512,083, $360,000, $0, $39,978, $18,919,335, $0, $11,475,843, $675,000, $225,000, $0, $952,160, $1, $611,585, $1,837,500, $17,252,833, $15,690,328, $17,946,089, $1,764,572, $0, $5,865,262, $4,791,427, $617,800, $2,250,000, $3,628,000, $5,675,066, $3,711,172, $11,295,838, $572,667, $18,344,898, $0, $5,032,478, $9,324,714, $82,537, $1,890,000, $5,699,464, $1,438,429, $3,981,590, $5,571,153, $2,762,641, $4,309,864, $18,139,088, $4,950,001, $1,483,250, $9,449,999, $0, $0, $4,317,201, $3,251,780, $11,128,865, $1,475,210, $1,529,456, $4,173,423, $12,777,953, $1, $289,899, $1,567,479, $14,235,251, $10,675,655, $2,652,338, $7,083,751, $3,445,141, $11,628,768, $5,632,702, $2,852,571, $4,514,833 and $0, respectively, totaling $4,160,842,488.

 

b

Represents an affiliated issuer.

 

c

Investment does not issue shares.

 

d

Investment has been committed to but has not been funded by the Fund.

 

e

Non-income producing.

 

f

Security or a portion thereof is unsettled as of March 31, 2020.

 

g

Each issue shows the rate of the discount at the time of purchase.

 

Legend:

 

BBSY - Bank Bill Swap Rate

E - Euribor

L - Libor

PIK - Payment-in-kind

 

The accompanying notes are an integral part of these Consolidated Financial Statements.

 

15

 

 

Partners Group Private Equity (Master Fund), LLC

 

(a Delaware Limited Liability Company)

 

 

Consolidated Schedule of Investments –
March 31, 2020 (continued)

 

 

A summary of outstanding financial instruments at March 31, 2020 is as follows:

 

Forward Foreign Currency Contracts

Settlement Date

 

Counterparty

 

Currency
Purchased

   

Currency
Sold

   

Value

   

Unrealized
Appreciation
(Depreciation)

 

June 24, 2020

 

Barclays

  $ 87,134,367     77,500,000     $ 85,331,309     $ 1,803,058  

June 24, 2020

 

Barclays

    87,132,816     77,500,000       85,331,309       1,801,507  

June 24, 2020

 

Barclays

    87,108,713     77,500,000       85,331,308       1,777,405  

June 24, 2020

 

Barclays

    87,074,443     77,500,000       85,331,309       1,743,134  

June 24, 2020

 

Barclays

    87,072,893     77,500,000       85,331,309       1,741,584  

June 24, 2020

 

Barclays

    70,013,453     £ 56,900,000       70,676,576       (663,123 )

June 24, 2020

 

Barclays

    70,124,979     £ 57,000,000       70,800,788       (675,809 )

June 24, 2020

 

Barclays

    69,957,008     £ 56,900,000       70,676,576       (719,568 )
                                $ 6,808,188  

 

 

The accompanying notes are an integral part of these Consolidated Financial Statements.

 

16

 

 

Partners Group Private Equity (Master Fund), LLC

 

(a Delaware Limited Liability Company)

 

 

Consolidated Statement of Assets and Liabilities –
March 31, 2020

 

 

Assets

       

Unaffiliated Private Equity Investments, at fair value (cost $3,380,174,632)

  $ 3,529,342,743  

Affiliated Private Equity Investments, at fair value (cost of $780,667,856)

    867,102,876  

Common stocks, at fair value (cost $128,354,108)

    120,578,668  

Short-term investments, at fair value (cost $199,907,661)

    199,907,662  

Cash and cash equivalents

    584,153,514  

Cash denominated in foreign currencies (cost $18,790,353)

    18,696,300  

Investment sales receivable

    5,563,259  

Unaffiliated dividends and interest receivable

    3,747,746  

Affiliated interest receivable

    4,257  

Unrealized appreciation on forward foreign currency contracts

    8,866,688  

Other receivable

    410,406  

Prepaid assets

    326,778  

Total Assets

  $ 5,338,700,897  
         

Liabilities

       

Credit facility payable

  $ 175,000,000  

Investment purchases payable

    19,787,200  

Distribution, servicing and transfer agency fees payable

    5,916,280  

Unrealized depreciation on forward foreign currency contracts

    2,058,500  

Repurchase amounts payable for tender offers

    96,755,085  

Due to broker

    2,960,000  

Management fees payable

    14,511,914  

Dividends payable

    10,064  

Professional fees payable

    220,646  

Line of credit fees payable

    758,333  

Interest expense payable

    45,696  

Accounting and administration fees payable

    1,921,629  

Custodian fees payable

    174,863  

Other payable

    60,000  

Total Liabilities

  $ 320,180,210  
         

Commitments and contingencies (See note 11)

       
         

Net Assets

  $ 5,018,520,687  
         

Net Assets consists of:

       

Paid-in capital

  $ 4,955,141,084  

Distributable earnings (accumulated loss)

    63,379,603  

Total Net Assets

  $ 5,018,520,687  
         

Class A Units

       

Net assets

  $ 2,705,680,086  

Units outstanding

    508,967,389  

Net asset value per unit

  $ 5.32  

Class I Units

       

Net assets

  $ 2,312,840,601  

Units outstanding

    431,031,190  

Net asset value per unit

  $ 5.37  

 

The accompanying notes are an integral part of these Consolidated Financial Statements.

 

17

 

 

Partners Group Private Equity (Master Fund), LLC

 

(a Delaware Limited Liability Company)

 

 

Consolidated Statement of Operations –
For the Year Ended March 31, 2020

 

 

Investment Income

       

Dividends from unaffiliated investments (net of $302,727 withholding tax)

  $ 11,914,858  

Dividends from affiliated investments

    7,196,155  

Interest from unaffiliated investments

    90,082,030  

Interest from affiliated investments

    151,087  

Transaction fee income from unaffiliated issuers

    870,904  

Transaction fee income from affiliated issuers

    3,631,457  

Other fee income

    2,504,934  

Total Investment Income

    116,351,425  
         

Operating Expenses

       

Management fees

    83,115,102  

Professional fees

    10,982,714  

Accounting and administration fees

    4,307,766  

Board of Managers’ fees

    360,168  

Insurance expense

    226,730  

Custodian fees

    393,621  

Line of credit fees

    4,461,667  

Incentive fees

    56,759,165  

Interest expense

    45,696  

Distribution and servicing fees

       

Class A Units

    18,693,830  

Transfer agency fees

       

Class A Units

    1,237,897  

Class I Units

    863,193  

Other expenses

    651,203  

Total Expenses

    182,098,752  
         

Net Investment Loss

    (65,747,327 )
         

Net Realized Gain (Loss) and Change in Unrealized Appreciation (Depreciation) on Investments, Forward Foreign Currency Contracts and Foreign Currency

       

Net realized gain from unaffiliated investments

    87,738,800  

Net realized loss from affiliated investments

    (13,008 )

Net realized gain on foreign currency transactions

    1,242,568  

Net realized gain on forward foreign currency contracts

    26,699,142  

Net realized gain distributions from primary and secondary investments

    29,721,251  

Net change in accumulated unrealized appreciation (depreciation) on:

       

Unaffiliated investments

    (363,144,538 )

Affiliated investments

    (661,900 )

Foreign currency translation

    (273,948 )

Forward foreign currency contracts

    231,215  
         

Net Realized Gain (Loss) and Change in Unrealized Appreciation (Depreciation) on Investments, Forward Foreign Currency Contracts and Foreign Currency

    (218,460,418 )
         

Net Increase (Decrease) in Net Assets From Operations

  $ (284,207,745 )

 

The accompanying notes are an integral part of these Consolidated Financial Statements.

 

18

 

 

Partners Group Private Equity (Master Fund), LLC

 

(a Delaware Limited Liability Company)

 

 

Consolidated Statements of Changes in Net Assets –

 

 

   

For the
Year Ended
March 31, 2020

   

For the
Year Ended
March 31, 2019

 

Increase (decrease) in Net Assets resulting from operations:

               

Net investment income (loss)

  $ (65,747,327 )   $ (23,254,257 )

Net realized gain (loss) on investments, foreign currency transactions and forward foreign currency contracts

    145,388,753       243,399,724  

Net change in unrealized appreciation (depreciation) on investments, foreign currency translation and forward foreign currency contracts

    (363,849,171 )     136,286,292  

Net increase in Net Assets resulting from operations

  $ (284,207,745 )   $ 356,431,759  
                 

Distributions to Members from:

               

Distributions to Members

    (150,070,799 )     (201,067,922 )

Total distributions to Members

  $ (150,070,799 )   $ (201,067,922 )
                 

Capital transactions (see note 5):

               

Issuance of common Units

               

Class A Units

  $ 787,428,343     $ 442,626,596  

Class I Units

    542,182,077       385,330,016  

Reinvestment of common Units

               

Class A Units

    73,697,727       95,296,735  

Class I Units

    58,571,137       90,208,897  

Redemption of common Units

               

Class A Units

    (90,728,026 )     (92,061,160 )

Class I Units

    (158,523,173 )     (119,141,209 )

Exchanges of common Units

               

Class A Units

    (67,192,184 )     (9,293,258 )

Class I Units

    67,192,184       9,293,258  

Total increase in Net Assets resulting from capital transactions

  $ 1,212,628,085     $ 802,259,875  
                 

Total increase in Net Assets

  $ 778,349,541     $ 957,623,712  
                 

Net Assets at beginning of year

  $ 4,240,171,146     $ 3,282,547,434  

Net Assets at end of year

  $ 5,018,520,687     $ 4,240,171,146  

 

 

The accompanying notes are an integral part of these Consolidated Financial Statements.

 

19

 

 

Partners Group Private Equity (Master Fund), LLC

 

(a Delaware Limited Liability Company)

 

 

Consolidated Statement of Cash Flows –
For the Year Ended March 31, 2020

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

       

Net decrease in Net Assets from Operations

  $ (284,207,745 )

Adjustments to reconcile Net Increase (decrease) in Net Assets from Operations to net cash provided by (used in) operating activities:

       

Net change in accumulated unrealized (appreciation) depreciation on investments

    363,806,438  

Net change in unrealized (appreciation) depreciation on forward foreign currency contracts

    (231,215 )

Net realized (gain) from investments, forward foreign currency contracts and foreign currency transactions

    (145,388,753 )

Purchases of Investments

    (1,662,942,027 )

Proceeds from sales of investments

    592,847,017  

Net (purchases) sales and amortization of short-term investments

    99,132,657  

Net realized gain on forward foreign currency contracts

    26,699,142  

Net realized gain distributions from primary and secondary investments

    29,721,251  

Amortization of premium and accretion of discount

    (1,258,057 )

Increase in investment sales receivable

    (3,441,129 )

Decrease in interest receivable

    1,397,961  

Decrease in affiliated interest receivable

    6,619  

Increase in dividends receivable

    (247,675 )

Decrease in other receivable

    3,071,505  

Decrease in prepaid assets

    309,785  

Increase in investment purchases payable

    19,787,200  

Increase in dividends payable

    6,734  

Decrease in due to broker

    (3,450,000 )

Decrease in management fee payable

    (2,378,868 )

Increase in administrative services expense payable

    1,803,968  

Decrease in professional fees payable

    (272,665 )

Increase in line of credit fees

    258,333  

Increase in interest expense payable

    45,696  

Increase in accounting and administrative fees payable

    1,054,579  

Increase in custodian fees payable

    102,731  

Decrease in other payable

    (4,139,228 )

Decrease in Incentive fees payable

    (20,456,340 )

Net Cash (Used in) Operating Activities

    (988,362,086 )
         

CASH FLOWS FROM FINANCING ACTIVITIES

       

Proceeds from issuance of common Units

    1,329,610,420  

Distributions paid

    (17,801,935 )

Payments for Units redeemed

    (208,983,942 )

Proceeds from credit facility

    175,000,000  

Net Cash Provided by Financing Activities

    1,277,824,543  
         

Net change in cash and cash equivalents

    289,462,457  
         

Effect of exchange rate changes on cash

    1,242,568  
         

Cash and cash equivalents at beginning of year

    312,144,789  

Cash and cash equivalents at End of Year

  $ 602,849,814  
         

Supplemental and non-cash financing activities

       

Reinvestment of common Units

  $ 132,268,864  

 

The accompanying notes are an integral part of these Consolidated Financial Statements.

 

20

 

 

Partners Group Private Equity (Master Fund), LLC

 

(a Delaware Limited Liability Company)

 

 

Consolidated Financial Highlights –

 

 

   

Class A

 
   

Year Ended
March 31,
2020

   

Year Ended
March 31,
2019

   

Year Ended
March 31,
2018

   

Period Ended
March 31,
2017(1)

 

Per Unit Operating Performance:(2)

                               

Net asset value, beginning of year

  $ 5.73     $ 5.51     $ 5.17     $ 5.00  

Income from investment operations:

                               

Net investment income (loss)(3)

    (0.10 )     (0.05 )     0.20       (0.00 )(4)

Net realized and unrealized gains (losses) on investments

    (0.14 )     0.55       0.40       0.17  

Net increase (decrease) in net assets resulting from operations

    (0.24 )     0.50       0.60       0.17  

Distributions from:

                               

Net investment income

          (0.03 )     (0.10 )      

Net realized gains

    (0.17 )     (0.25 )     (0.16 )      

Total distributions

    (0.17 )     (0.28 )     (0.26 )      

Net asset value, end of period

  $ 5.32     $ 5.73     $ 5.51     $ 5.17  
                                 

Total Return(5)

    (4.69 )%     9.36 %     11.65 %     3.40 %
                                 

Ratios and Supplemental Data:

                               

Net assets, end of period in thousands (000’s)

  $ 2,705,680     $ 2,243,031     $ 1,725,576     $ 1,329,648  

Net investment income (loss) to average net assets before Incentive Fee

    (0.52 )%     0.15 %     5.10 %     1.08 %(7)

Ratio of gross expenses to average net assets, excluding Incentive Fee(8)(10)

    2.87 %     2.84 %     2.78 %     2.82 %(7)

Ratio of Incentive Fee to average net assets

    1.15 %     1.12 %     1.31 %     0.36 %(6)

Ratio of gross expenses and Incentive Fee to average net assets(8)(10)

    4.02 %     3.96 %     4.09 %     3.18 %(7)(9)

Ratio of expense waivers to average net assets

    %     %     %     %(7)

Ratio of net expenses and Incentive Fee to average net assets(10)

    4.02 %     3.96 %     4.09 %     3.18 %(7)(9)

Ratio of net expenses to average net assets, excluding Incentive Fee(10)

    2.87 %     2.84 %     2.78 %     2.82 %(7)(9)
                                 

Portfolio Turnover

    13.35 %     21.75 %     23.58 %     17.93 %(6)

 

(1)

Reflects operations for the period from January 1, 2017 (date of commencement of operations) to March 31, 2017.

 

(2)

Selected data for a Net Asset Value per Unit outstanding throughout the period.

 

(3)

Calculated using average units outstanding.

 

(4)

Rounds to less than $0.005.

 

(5)

Total return based on net asset value calculated as the change in Net Asset Value per Unit during the respective periods, assuming distributions, if any, are reinvested on the effects of the performance of the Fund during the period.

 

(6)

Not annualized.

 

(7)

Annualized.

 

(8)

Represents the ratio of expenses to average net assets absent fee waivers and/or expense reimbursement by/to the Adviser.

 

(9)

The Incentive Fee and/or organizational expenses are not annualized.

 

(10)

Ratio does not include expenses of Primary and Secondary Investments.

 

 

The accompanying notes are an integral part of these Consolidated Financial Statements.

 

21

 

 

Partners Group Private Equity (Master Fund), LLC

 

(a Delaware Limited Liability Company)

 

 

Consolidated Financial Highlights –

 

 

   

Class I

 
   

Year Ended
March 31,
2020

   

Year Ended
March 31,
2019

   

Year Ended
March 31,
2018

   

Year Ended
March 31,
2017(1)

   

Year Ended
March 31,
2016

 

Per Unit Operating Performance(2)

                                       

Net asset value, beginning of year

  $ 5.75     $ 5.52     $ 5.18     $ 5.00     $ N/A  

Income from investment operations:

                                       

Net investment income (loss)(3)

    (0.06 )     (0.01 )     0.25       (0.00 )(4)     N/A  

Net realized and unrealized gain (loss) on investments

    (0.14 )     0.56       0.38       0.18       N/A  

Net Increase (Decrease) in Net Assets from Operations

    (0.20 )     0.55       0.63       0.18       N/A  

Distributions from:

                                       

Net investment income

    (0.01 )     (0.07 )     (0.13 )           N/A  

Net realized gains

    (0.17 )     (0.25 )     (0.16 )           N/A  

Total distributions

    (0.18 )     (0.32 )     (0.29 )           N/A  

Net asset value, end of period

  $ 5.37     $ 5.75     $ 5.52     $ 5.18     $ N/A  
                                         

Total Return before Incentive Fee

    N/A %     N/A %     N/A %     N/A %(5)     11.75 %(6)

Total Return after Incentive Fee

    (4.00 )%(7)     10.14 %(7)     12.42 %(7)     11.70 %     10.86 %(6)
                                         

Ratios and Supplemental Data:

                                       

Net assets, end of period in thousands (000’s)

  $ 2,312,841     $ 1,997,140     $ 1,556,972     $ 995,815     $ 1,712,457  

Net investment income (loss) to average net assets before Incentive Fee

    0.20 %     0.86 %     5.95 %     2.52 %     0.81 %

Ratio of gross expenses to average net assets, excluding Incentive Fee(8)(9)

    2.13 %     2.12 %     2.10 %     1.98 %     1.47 %

Ratio of Incentive fee to average net assets

    1.14 %     1.12 %     1.33 %     1.33 %     1.12 %

Ratio of gross expenses and Incentive Fee to average net assets(8)(9)

    3.27 %     3.24 %     3.43 %     3.31 %     2.59 %

Ratio of expense waivers to average net assets

    %     %     %     %     %

Ratio of net expenses and Incentive Fee to average net assets(9)

    3.27 %     3.24 %     3.43 %     3.31 %     2.59 %

Ratio of net expenses to average net assets, excluding Incentive Fee(9)

    2.13 %     2.12 %     2.10 %     1.98 %     1.47 %
                                         

Portfolio Turnover

    13.35 %     21.75 %     23.58 %     17.93 %     21.91 %

 

(1)

Prior to January 1, 2017, the Fund operated as a master fund in a master-feeder structure. As of December 31, 2016, the master-feeder structure was reorganized, resulting in a single fund, the Fund. Class I commenced operations after the Reorganization and is deemed to be the accounting survivor (See Note 1).

 

(2)

Selected data for a Net Asset Value per Unit outstanding throughout the period.

 

(3)

Calculated using average units outstanding.

 

(4)

Rounds to less than $0.005.

 

(5)

Total investment return before Incentive Fee was calculated based on the effects of the performance of the Fund during the period and adjusted for cash flows related to capital contributions or withdrawals during the period prior to the Reorganization. The full year total investment return before Incentive Fee would calculate to be 12.50% based on the prior method.

 

(6)

Total investment return reflects the changes in Net Asset Value based on the effects of the performance of the Fund during the period and adjusted for cash flows related to capital contributions or withdrawals during the period.

 

(7)

Total return based on net asset value calculated as the change in Net Asset Value per Unit during the respective periods, assuming distributions, if any, are reinvested on the effects of the performance of the Fund during the period.

 

(8)

Represents the ratio of expenses to average net assets absent fee waivers and/or expense reimbursement by/to the Adviser.

 

(9)

Ratio does not include expenses of Primary and Secondary Investments.

 

N/A

Not Applicable

 

The accompanying notes are an integral part of these Consolidated Financial Statements.

 

22

 

 

Partners Group Private Equity (Master Fund), LLC

 

(a Delaware Limited Liability Company)

 

 

Notes to Consolidated Financial Statements – March 31, 2020

 

 

1. Organization

 

Partners Group Private Equity (Master Fund), LLC (the “Fund”) is a Delaware limited liability company that was organized on August 4, 2008 and commenced operations on July 1, 2009. The Fund is registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), as a non-diversified, closed-end management investment company. On December 17, 2018, the Fund filed an application to register units of limited liability company interests of the Fund (“Units”) under the Securities Act of 1933, as amended (the “1933 Act”). The Fund is managed by Partners Group (USA) Inc. (the “Adviser”), an investment adviser registered under the Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”) pursuant to a second amended and restated investment management agreement between the Fund and the Adviser (the “Investment Management Agreement”). The board of managers of the Fund (the “Board”) has oversight responsibility for the management and supervision of the business operations of the Fund. As permitted by applicable law, the Board may delegate any of its rights, powers and authority to, among others, the officers of the Fund, any committee of the Board, or the Adviser. The Fund’s investment objective is to seek attractive long-term capital appreciation by investing in a wholly owned diversified portfolio of private equity and debt investments. The Fund makes investments directly and through its wholly owned subsidiaries, Partners Group Private Equity (Subholding), LLC (the “Onshore Subsidiary”) and Partners Group Private Equity (Luxembourg) S.à r.l (the “Offshore Subsidiary”, and together with the Onshore Subsidiary, the “Subsidiaries”).

 

Units are offered only to investors that represent that they are “accredited investors” within the meaning of Rule 501 under the 1933 Act and “qualified clients” within the meaning of Rule 205-3 under the Investment Advisers Act. Purchasers of Units become members of the Fund (“Members”).

 

Prior to January 1, 2017, the Fund operated as a master fund in a master-feeder structure that included Partners Group Private Equity, LLC and Partners Group Private Equity (TEI), LLC (the “Service Feeder Funds”) and Partners Group Private Equity (Institutional), LLC and Partners Group Private Equity (Institutional TEI), LLC (the “Institutional Feeder Funds” and together with the “Service Feeder Funds”, the “Feeder Funds”). As of December 31, 2016, the master-feeder structure was reorganized, resulting in a single fund, the Fund, with two separate classes of Units (the “Reorganization”). Prior to the Reorganization, the Feeder Funds owned all of the limited liability company interests in the Fund. As part of the Reorganization, all of the then outstanding interests of the Fund were converted into (i) Class A Units in the case of a Service Feeder Fund and (ii) Class I Units in the case of an Institutional Feeder Fund. The financial statements (including the financial highlights) of the Feeder Funds, and other information about the Feeder Funds, can be obtained on the SEC’s website (http://www.sec.gov). The address of the SEC’s internet site is provided solely for the information of prospective investors and is not intended to be an active link. Following the Reorganization on December 31, 2016 at 11:59pm EST, each member of the Feeder Funds became a Member of the Fund. Effective January 1, 2017, the Fund elected to be treated for U.S. federal income tax purposes and intends to qualify annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Reorganization constituted a tax-free reorganization of the Fund under the Code.

 

The Fund offers two separate classes of Units designated as Class A Units (the “Class A Units”) and Class I Units (the “Class I Units”). While the Fund currently offers only two classes of Units, it may offer additional classes of Units in the future. The Class A Units and the Class I Units have, and each additional class of Units issued by the Fund, if any, will have, different characteristics, particularly in terms of the sales charges that Members of any such class bear, and the distribution and service fees that are charged to such class. The Fund has received an exemptive order from the SEC with respect to the Fund’s multi-class structure. Class I is deemed to be the accounting survivor of the Reorganization.

 

Each class of Units represents a pro-rata interest in the Fund, but votes separately on class-specific matters and (as noted below) is subject to different expenses. Realized and unrealized gains and losses and net investment income and losses, other than class-specific expenses, are allocated daily to each class of Units based on the relative net assets of each class to the total net assets of the Fund. Each class of Units differs in its distribution and service plan, if any, and certain other class-specific expenses.

 

2. Significant Accounting Policies

 

The Fund is an investment company and applies the guidance set forth in Accounting Standards Codification (“ASC”) 946, Financial Services—Investment Companies. The following is a summary of significant accounting and reporting policies used in preparing the consolidated financial statements.

 

a. Basis of Accounting

 

The Fund’s accounting and reporting policies conform with U.S. generally accepted accounting principles (“U.S. GAAP”).

 

23

 

 

Partners Group Private Equity (Master Fund), LLC

 

(a Delaware Limited Liability Company)

 

 

Notes to Consolidated Financial Statements – March 31, 2020 (continued)

 

 

2. Significant Accounting Policies (continued)

 

b. Valuation of Investments

 

Investments held by the Fund include short-term investments, direct equity and debt investments in operating companies (“Direct Investments”) and primary and secondary investments in private equity funds (“Primary Investments” and “Secondary Investments”, respectively, and together, “Private Equity Fund Investments”; Direct Investments and Private Equity Fund Investments, collectively, “Private Equity Investments”).

 

The Adviser estimates the fair value of the Fund’s Private Equity Investments in conformity with U.S. GAAP and the Fund’s valuation procedures (the “Valuation Procedures”), that have been approved by the Board. As authorized by the Valuation Procedures, the Adviser values the Fund’s Private Equity Investments in consultation with its affiliates. The Valuation Procedures require evaluation of all relevant factors reasonably available to the Adviser and its affiliates at the time the Fund’s Private Equity Investments are valued.

 

Direct Investments

 

In assessing the fair value of the Fund’s non-traded Direct Investments in accordance with the Valuation Procedures, the Adviser uses a variety of methods such as earnings and multiple analysis, discounted cash flow and market data from third party pricing services, and makes assumptions that are based on market conditions existing at the end of each reporting period. Quoted market prices or dealer quotes for certain similar instruments are used for debt investments where appropriate. Other techniques, such as option pricing models and estimated discounted value of future cash flows, are used to determine fair value for the remaining financial instruments. Because of the inherent uncertainty of estimates, fair value determinations based on estimates may differ from the values that would have been used had a ready market for the securities existed, and the differences could be material.

 

Private Equity Fund Investments

 

The fair values of Private Equity Fund Investments determined by the Adviser in accordance with the Valuation Procedures are estimates. These estimates are net of management and performance incentive fees or allocations payable pursuant to the respective organizational documents of the Private Equity Fund Investments. Ordinarily, the fair value of a Private Equity Fund Investment is based on the net asset value of that Private Equity Fund Investment reported by its investment manager. If the Adviser determines that the most recent net asset value reported by the investment manager of a Private Equity Fund Investment does not represent fair value or if the manager of a Private Equity Fund Investment fails to report a net asset value to the Fund, a fair value determination is made by the Adviser in accordance with the Valuation Procedures. In making that determination, the Adviser will consider whether it is appropriate, in light of all relevant circumstances, to value such Private Equity Fund Investment at the net asset value last reported by its investment manager, or whether to adjust such value to reflect a premium or discount to such net asset value. Because of the inherent uncertainty of estimates, fair value determinations based on estimates may differ from the values that would have been used had a ready market for the securities existed, and the differences could be material.

 

For each class of Private Equity Fund Investments that includes investments that can never be redeemed with the investees, the Fund expects to receive distributions through the liquidation of the underlying assets of the investees at the end of the term of each such Private Equity Fund Investment.

 

Daily Traded Investments

 

The fair values of financial instruments traded in active markets are based on quoted market prices at the end of the reporting period. The quoted market price used for financial assets held by the Fund is the price within the bid-ask spread which is considered most representative of fair value at the end of the reporting period.

 

The Valuation Procedures are implemented by the Adviser and State Street Bank and Trust Company, as the Fund’s administrator (the “Administrator”). Both the Adviser and the Administrator are subject to the oversight of, and report to, the Board. The Adviser and the Administrator monitor and review the methodologies of the various third-party pricing services that are employed by the Fund.

 

The Adviser and one or more of its affiliates act as investment advisers to clients other than the Fund. However, the valuation attributed to a Private Equity Investment held by the Fund and the valuation attributable to the same Private Equity Investment held by another client or of one of its affiliates might differ as a result of differences in accounting, regulatory and other factors applicable to the Fund and to such other client.

 

24

 

 

Partners Group Private Equity (Master Fund), LLC

 

(a Delaware Limited Liability Company)

 

 

Notes to Consolidated Financial Statements – March 31, 2020 (continued)

 

 

2. Significant Accounting Policies (continued)

 

c. Cash and Cash Equivalents

 

Pending investment in Private Equity Investments and in order to maintain liquidity, the Fund holds cash, including amounts held in foreign currencies, in short-term interest-bearing deposit accounts. At times, those amounts may exceed applicable federally insured limits. The Fund has not experienced any losses in such accounts and does not believe that it is exposed to any significant credit risk on such accounts.

 

d. Foreign Currency Translation

 

The books and records of the Fund are maintained in U.S. Dollars. Generally, valuations of assets and liabilities denominated in currencies other than the U.S. Dollar are translated into U.S. Dollar equivalents using valuation date exchange rates, while purchases, realized gains and losses, income and expenses are translated at transaction date exchange rates. As of March 31, 2020, the Fund’s investments denominated in foreign currencies were as follows:

 

Currency

Number of
investments

Australian Dollars

7

Brazilian Reals

1

Canadian Dollars

6

Danish Krone

3

Euros

121

Hong Kong Dollars

2

Indian Rupees

2

Japanese Yen

4

Norwegian Krone

2

Pounds Sterling

27

Singapore Dollar

2

Swedish Krona

1

Swiss Franc

2

 

The Fund does not isolate the portion of the results of operations due to fluctuations in foreign exchange rates from changes in fair values of the investments during the period.

 

e. Forward Foreign Currency Exchange Contracts

 

The Fund may enter forward foreign currency exchange contracts as a way of managing foreign exchange rate risk. These contracts for the purchase or sale of a specific foreign currency at a fixed price on a future date may be entered into either as a hedge or as a cross hedge against either specific transactions or portfolio positions. The objective of the Fund’s foreign currency hedging transactions is to reduce the risk that the U.S. Dollar value of the Fund’s foreign currency denominated investments will decline due to changes in foreign currency exchange rates. All forward foreign currency exchange contracts are “marked-to-market” daily at the applicable translation rates resulting in unrealized gains or losses. Realized gains or losses are recorded at the time the forward foreign currency exchange contract is offset by entering into a closing transaction or by the delivery or receipt of the currency. 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.

 

25

 

 

Partners Group Private Equity (Master Fund), LLC

 

(a Delaware Limited Liability Company)

 

 

Notes to Consolidated Financial Statements – March 31, 2020 (continued)

 

 

2. Significant Accounting Policies (continued)

 

During the year ended March 31, 2020, the Fund entered into 61 long forward foreign currency exchange contracts. As disclosed in the Consolidated Statement of Assets and Liabilities, the Fund had $8,866,688 in unrealized appreciation and $2,058,500 in unrealized depreciation on forward foreign currency exchange contracts. As disclosed in the Consolidated Statement of Operations, the Fund had $26,699,142 in net realized gains (losses) and $231,215 change in net unrealized appreciation (depreciation) on forward foreign currency contracts. The outstanding forward foreign currency exchange contract amounts at March 31, 2020 are representative of contract amounts during the period.

 

f. Investment Income

 

The Fund records a distribution of cash or in-kind securities on a Private Equity Investment at fair value based on the information contained in the notice provided to the Fund when the distribution is received. Thus, the Fund recognizes within the Consolidated Statement of Operations its share of realized gains or (losses) and the Fund’s share of net investment income or (loss) based upon information received about distributions on Private Equity Investments. Unrealized appreciation (depreciation) on investments within the Consolidated Statement of Operations includes the Fund’s share of unrealized gains and losses, realized undistributed gains/losses, and the Fund’s share of undistributed net investment income or (loss) on Private Equity Investments for the relevant period.

 

For certain Direct Investments, the Fund accounts for particular income received as other income and transaction income. Other income includes transfer fees, amendment fees, unfunded fees and any other income that is not categorized as interest income. For certain Direct Investments, transaction income, including break-up fees, directors’ fees, financial advisory fees, topping fees, investment banking fees, monitoring fees, organizational fees, syndication fees, is classified as extraordinary income, as are other fees payable to the Fund with respect to any Direct Investments or unconsummated transactions.

 

g. Fund Expenses

 

The Fund bears all expenses incurred in the business of the Fund on an accrual basis, including, but not limited to, the following: all costs and expenses related to portfolio transactions and positions for the Fund’s account; legal fees; accounting, auditing, and tax preparation fees; custodial fees; fees for line of credit; fees for data and software providers; costs of insurance; registration expenses; fees of Independent Managers; and expenses of meetings of the Board, including reimbursement of the Independent Managers for their expenses in attending meetings of the Board.

 

h. Costs Relating to Purchases of Secondary Investments

 

Costs relating to purchases of Secondary Investments include imputed expenses relating to the amortization of deferred payments on Secondary Investments. 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.

 

i. Income Taxes

 

The Fund recognizes tax positions in its consolidated financial statements only when it is more likely than not that the position will be sustained upon examination by the relevant taxing authority based on the technical merits of the position. A position that meets this standard is measured at the largest amount of benefit that will more likely than not be realized upon settlement. The Fund reports any interest expense related to income tax matters in income tax expense, and any income tax penalties under expenses in the Consolidated Statements of Operations.

 

The Fund’s tax positions have been reviewed based on applicable statutes of limitation for tax assessments, which may vary by jurisdiction, and based on such review, the Fund has concluded that no additional provision for income tax is required in the Fund’s consolidated financial statements. The Fund is subject to potential examination by certain taxing authorities in various jurisdictions. The Fund’s tax positions are subject to ongoing interpretation of laws and regulations by taxing authorities.

 

Prior to January 1, 2017, for U.S. federal income tax purposes, the Fund was treated as a partnership, and each Member of the Fund (i.e., each Feeder Fund) was treated as the owner of its allocated share of the net assets, income, expenses, and the realized and unrealized gains (losses) of the Fund. Accordingly, no U.S. federal, state or local income taxes were paid by the Fund on the income or gains of the Fund since the Members are individually liable for the taxes on their allocated share of such income or gains of the Fund.

 

26

 

 

Partners Group Private Equity (Master Fund), LLC

 

(a Delaware Limited Liability Company)

 

 

Notes to Consolidated Financial Statements – March 31, 2020 (continued)

 

 

2. Significant Accounting Policies (continued)

 

As noted above, effective December 31, 2016, the Fund filed an election with the Internal Revenue Service to be treated as an association taxable as a corporation for U.S. federal income tax purposes. Furthermore, effective January 1, 2017, the Fund elected to be treated for U.S. federal income tax purposes and intends to qualify annually, as a RIC under Subchapter M of the Code. If the Fund were to fail to meet the requirements of Subchapter M to qualify as a RIC, and if the Fund were ineligible to or otherwise were not to cure such failure, the Fund would be subject to tax on its taxable income at corporate rates, whether or not distributed to Members, and all distributions out of earnings and profits would be taxable to Members as ordinary income. In addition, the Fund could be required to recognize unrealized gains, pay substantial taxes and interest and make substantial distributions before re-qualifying as a RIC that is accorded special tax treatment under Subchapter M. In order to comply with the requirements under Subchapter M, the Fund must distribute substantially all of its taxable income and gains to its Members and meet certain diversification and income requirements with respect to its investments. The Onshore Subsidiary will continue to be treated as an association taxable as a corporation for U.S. federal income tax purposes. The Offshore Subsidiary will continue to be treated as an entity disregarded as separate from its sole owner, the Fund, for U.S. federal income tax purposes. As part of the process of preparing its consolidated financial statements, the Onshore Subsidiary is required to account for its estimate of income taxes for Federal and State purposes through the establishment of a deferred tax asset or liability. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. To the extent the Onshore Subsidiary has a deferred tax asset, consideration is given to whether or not a valuation allowance is required. The Offshore Subsidiary is not subject to U.S. federal and state income taxes.

 

The Fund files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Fund is subject to examination by U.S. federal, state, local and foreign jurisdictions, where applicable. As of March 31, 2020, the tax years from the year 2016 forward remain subject to examination by the major tax jurisdictions under the statute of limitations.

 

The Fund reclassified $(81,129,286) from undistributed net investment income, $22,101,730 of accumulated net realized gain (loss) on investments, forward foreign currency contracts and $0 of accumulated net unrealized appreciation on investments, forward foreign currency contracts and foreign currency translation, to paid-in capital during the fiscal year ended March 31, 2019. The reclassification reflected an adjustment to paid-in capital due to the change for federal income tax purposes from taxation as a partnership to taxation as a RIC.

 

No current or deferred taxes were recognized for the Onshore Subsidiary and Offshore Subsidiary.

 

j. Use of Estimates

 

The preparation of financial statements in conformity with U.S. GAAP requires the Fund to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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 may differ from those estimates.

 

k. Consolidated Financial Statements

 

The Consolidated Schedule of Investments, Consolidated Statement of Assets and Liabilities, Consolidated Statement of Operations, Consolidated Statements of Changes in Net Assets, Consolidated Statement of Cash Flows and Consolidated Financial Highlights of the Fund include the accounts of the Subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

 

l. Disclosures about Offsetting Assets and Liabilities

 

The Fund is subject to Financial Accounting Standards Board’s (“FASB”) Disclosures about Offsetting Assets and Liabilities that requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position.

 

27

 

 

Partners Group Private Equity (Master Fund), LLC

 

(a Delaware Limited Liability Company)

 

 

Notes to Consolidated Financial Statements – March 31, 2020 (continued)

 

 

2. Significant Accounting Policies (continued)

 

For financial reporting purposes, the Fund does not offset derivative assets and liabilities that are subject to Master Netting Agreements (“MNA”) or similar arrangements in the Consolidated Statement of Assets and Liabilities. The Fund has adopted the disclosure requirements on offsetting in the following table that presents the Fund’s derivative assets by type, net of amounts available for offset under a MNA and net of the related collateral received by the Fund as of March 31, 2020:

 

Counterparty

 

Gross
Amounts of
Recognized
Assets

   

Gross Amounts
Not 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 Amount1

 

Barclays Capital

  $ 8,866,688     $ 6,808,188     $ 6,808,188     $     $ 6,808,188  

 

1

Net amount represents the net amount receivable from the counterparty in the event of default.

 

m. Recently Adopted Accounting Pronouncement

 

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) - Disclosure Framework, to modify the disclosure requirements on fair value measurements. The provisions include several changes for disclosures including for unrealized gains/losses, transfers in and out of investments held as Level 3 fair value investments and information related to measurement uncertainties. The provisions also include the removal of disclosures of transfers between investments held as Level 1 and Level 2 fair value investments and the reduction of disclosures of liquidation of investees assets. For all entities, the amendments for this update are effective for annual periods beginning after December 15, 2019. Certain provisions require retrospective application upon adoption. The Adviser is currently evaluating the impact that the adoption of this standard will have on the Fund’s financial statements and related disclosures.

 

3. Fair Value Measurements

 

In conformity with U.S. GAAP, investments are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Estimated values may differ from the values that would have been used if a ready market existed or if the investments were liquidated at the valuation date. A three-tier hierarchy is used to distinguish between (1) inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund’s investments. The inputs are summarized in the three broad levels listed below:

 

Valuation of Investments

 

Level 1 – Pricing inputs are quoted prices available in active markets for identical investments as of the measurement date. The type of investments included in Level 1 include marketable securities that are primarily traded on a securities exchange or over-the-counter. The fair value is determined to be the last sale price on the determination date, or, if no sales occurred on any such date, the mean between the closing bid and ask prices on such date. The Fund does not apply a blockage discount to the quoted price for these investments, even in situations where the Fund holds a large position 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 that are generally included in this category include corporate notes, convertible notes, warrants and restricted equity securities. The fair value of legally restricted equity securities may be discounted depending on the likely impact of the restrictions on liquidity and the Adviser’s estimates.

 

28

 

 

Partners Group Private Equity (Master Fund), LLC

 

(a Delaware Limited Liability Company)

 

 

Notes to Consolidated Financial Statements – March 31, 2020 (continued)

 

 

3. Fair Value Measurements (continued)

 

Level 3 – Pricing inputs are unobservable for the investment and include situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require significant management judgment and/or estimation. Investments that are included in this category are equity and debt investments that are privately owned, as well as convertible notes and warrants that are not actively traded. The fair value for investments using Level 3 pricing inputs are based on the Adviser’s estimates that consider a combination of various performance measurements including the timing of the transaction, the market in which the investment operates, comparable market transactions, 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, brokers quotes as well as discounted cash flow analysis.

 

Due to the inherent uncertainty of estimates, fair value determinations based on estimates may materially differ from the values that would have been used had a ready market for the securities existed. The following is a summary of the Fund’s investments classified in the fair value hierarchy as of March 31, 2020:

 

Investments

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Common Stocks

  $ 120,578,668     $     $     $ 120,578,668  

Direct Investments:

                               

Direct Equity

    58,788,870       84,925,660       2,527,297,097       2,671,011,627  

Direct Debt

                746,578,424       746,578,424  

Total Direct Investments*

  $ 58,788,870     $ 84,925,660     $ 3,273,875,521     $ 3,417,590,051  

Secondary Investments*

                404,072,576       404,072,576  

Primary Investments*

                574,782,992       574,782,992  

Short-Term Investments

    199,907,662                   199,907,662  

Total Investments

  $ 379,275,200     $ 84,925,660     $ 4,252,731,089     $ 4,716,931,949  

Other Financial Instruments

Assets

                               

Foreign Currency Exchange Contracts**

  $ 8,866,688     $     $     $ 8,866,688  

Total Assets

  $ 8,866,688     $     $     $ 8,866,688  

Liabilities

                               

Foreign Currency Exchange Contracts**

  $ (2,058,500 )   $     $     $ (2,058,500 )

Total Liabilities

  $ (2,058,500 )   $     $     $ (2,058,500 )

Net appreciation on Foreign Currency Exchange Contracts

  $ 6,808,188     $     $     $ 6,808,188  

Total Investments net of Foreign Currency Exchange Contracts

  $ 386,083,388     $ 84,925,660     $ 4,252,731,089     $ 4,723,740,137  

 

*

Private Equity Investments are described in Note 2.b.

 

**

Forward Foreign Currency Exchange Contracts are described in Note 2.e.

 

29

 

 

Partners Group Private Equity (Master Fund), LLC

 

(a Delaware Limited Liability Company)

 

 

Notes to Consolidated Financial Statements – March 31, 2020 (continued)

 

 

3. Fair Value Measurements (continued)

 

The following is a reconciliation of the amount of the account balances on April 1, 2019 and March 31, 2020 of those investments in which significant unobservable inputs (Level 3) were used in determining value:

 

 

 

Balance as of
April 1,
2019

   

Realized
Gain/(Loss)

   

Net Change
in Unrealized
Appreciation/
(
Depreciation)

   

Gross
Purchases

   

Gross
Sales

   

Net
Amortization
of Discount/
(Premium)

   

Net
Transfers
In or Out
of Level 3

   

Balance as of
March 31,
2020

 

Direct Investments:

                                                               

Direct Equity Investments

  $ 1,800,447,634     $ 64,271,833     $ (148,269,272 )   $ 976,382,399     $ (123,220,568 )   $     $ (42,314,929 )   $ 2,527,297,097  

Direct Debt Investments

    898,807,678       2,083,910       (156,617,901 )     230,330,468       (229,280,858 )     1,255,127             746,578,424  

Total Direct Investments*

  $ 2,699,255,312     $ 66,355,743     $ (304,887,173 )   $ 1,206,712,867     $ (352,501,426 )   $ 1,255,127     $ (42,314,929 )   $ 3,273,875,521  

Secondary Investments*

    305,940,739       (669,968 )     (30,901,307 )     190,180,128       (60,477,016 )                 404,072,576  

Primary Investments*

    484,226,457       (340,712 )     (29,878,770 )     214,484,353       (93,708,336 )                 574,782,992  

Total

  $ 3,489,422,508     $ 65,345,063     $ (365,667,250 )   $ 1,611,377,348     $ (506,686,778 )   $ 1,255,127     $ (42,314,929 )   $ 4,252,731,089  

 

*

For the purposes of the tables above: (i) “Direct Investments” are private investments directly into the equity or debt of selected operating companies, often together with the management of the investee operating company, (ii) “Primary Investments” are investments in newly established private equity partnerships where underlying portfolio companies are generally not known as of the time of investment, and “Secondary Investments” are single or portfolios of assets acquired on the secondary market. However, “Secondary Investments” are generally understood to mean Private Equity Fund Investments acquired in the secondary market (See Note 2.b). Notwithstanding the foregoing, if the Fund reasonably determines that the strict application of the above definitions would not reflect the economic substance of any Investment, the Fund may re-classify such Investment as it deems appropriate.

 

Changes in inputs or methodologies used for valuing investments may result in a transfer in or out of levels within the fair value hierarchy. The inputs or methodologies used for valuing investments may not necessarily be an indication of the risk associated with investing in those investments. Transfers between levels of the fair value hierarchy are reported at the beginning of the reporting period in which they occur. For the year ended March 31, 2020, transfers out of Level 3 were due to increased price transparency.

 

The amount of the net change in unrealized appreciation (depreciation) for the year ended March 31, 2020 relating to investments in Level 3 assets still held at March 31, 2020 is $(331,116,159), which is included as a component of net change in accumulated unrealized depreciation on investments on the Consolidated Statement of Operations.

 

30

 

 

Partners Group Private Equity (Master Fund), LLC

 

(a Delaware Limited Liability Company)

 

 

Notes to Consolidated Financial Statements – March 31, 2020 (continued)

 

 

3. Fair Value Measurements (continued)

 

The following is a summary of quantitative information about significant unobservable valuation inputs approved by the Adviser for Level 3 Fair Value Measurements for investments held as of March 31, 2020:

 

Type of Security

 

Fair Value at
March 31,
2020
(000’s)*

 

Valuation Technique(s)

Unobservable Input

Range
(weighted average)

Direct Investments:

             

Direct Equity

  $ 48,198  

Discounted cash flow

Discount factor

10.75% – 15.20% (13.58%)

      2,297,138  

Market comparable companies

Enterprise value to EBITDA multiple

5.50x – 20.60x (13.21x)

      89,818  

Exit price

Recent transaction price

n/a - n/a (n/a)

      45,145  

Recent financing/transaction

Recent transaction price

n/a - n/a (n/a)

      48,034  

Reported fair value

Reported fair value

n/a - n/a (n/a)

      397  

Market comparable companies

Enterprise value to sales multiple

0.70x – 0.70x (0.70x)

Direct Debt

  $ 298,185  

Broker quotes

Indicative quotes for an inactive market

n/a - n/a (n/a)

      449,989  

Discounted cash flow

Discount factor

4.95% – 65.26% (12.96%)

      233  

Exit price

Recent transaction price

n/a - n/a (n/a)

Primary and Secondary Investments

  $ 978,856  

Adjusted reported net asset value

Reported net asset value/Fair value adjustments

n/a - n/a (n/a)

 

*

Level 3 fair value includes accrued interest.

 

Level 3 Direct Equity Investments valued using an unobservable input factor are directly affected by a change in that factor. For Level 3 Direct Debt Investments, the Fund estimates fair value through the use of earnings and multiples analysis or a discounted cash flows analysis that considers the credit risk and interest rate risk of the particular investment. For Direct Investments, significant increases or decreases in these inputs in isolation would result in a significantly lower or higher fair value measurements.

 

4. Revolving Credit Agreement

 

Effective February 2, 2016, the Fund entered into a secured, committed multicurrency revolving line of credit (“LOC”) facility with Lloyds Bank Corporate Markets plc (successor of Lloyds Bank plc) and NatWest Markets plc (successor of The Royal Bank of Scotland plc) in the aggregate maximum principal amount of $150,000,000. On January 15, 2019, the Fund increased the LOC by $50,000,000, bringing the total commitments to $200,000,000. On June 13, 2019, the Fund increased the facility bringing the aggregate facility commitments to $300,000,000, with the following revised commitment amounts: Lloyds Bank Corporate Markets plc ($150,000,000), NatWest Markets plc ($50,000,000), UBS AG ($50,000,000), and Barclays Bank PLC ($50,000,000). On April 27, 2020 the Fund increased the LOC by $100,000,000, bringing the total commitments to $400,000,000. The Fund anticipates that this line of credit facility will be used primarily for working capital requirements and for financing investments and funding associated costs and expenses. The Fund will incur additional interest and other expenses for the use of this and other future line of credit facilities. Borrowings are charged a rate of interest per annum that is the aggregate of the applicable margin of 3.25% and London Interbank Offered Rate (“LIBOR”) or, in relation to any loan in Euros, the Euro Interbank Offered Rate (“EURIBOR”), and a commitment fee of 1.20% per annum on the daily unused portion. For the year ended March 31, 2020, the Fund incurred $45,696 of interest on borrowings. At March 31, 2020, outstanding borrowings under the Credit Facility amounted to $175,000,000. The carrying value of the Fund’s credit facility payable reasonably approximates its fair value based on the market borrowing rates for similar types of borrowing arrangements. The payable is classified as a Level 2 liability based on line of credit activity borrowed under a thirty day rate option. In addition to the Commitment fees of 1.20% the Fund pays Arrangement fees based on the rate agreed to with the various lenders, Agency fees of $25,000 per annum, Monitoring fees of $25,000 per annum and Trustee fees of $15,000 per annum. The term of the LOC facility runs until February 2, 2023.

 

31

 

 

Partners Group Private Equity (Master Fund), LLC

 

(a Delaware Limited Liability Company)

 

 

Notes to Consolidated Financial Statements – March 31, 2020 (continued)

 

 

5. Unit Transactions/Subscription and Repurchase of Units

 

In general, Units are offered for purchase as of the first day of each calendar month. However, Units may be offered more or less frequently as determined by the Board in its sole discretion.

 

Pursuant to the conditions of an exemptive order issued by the SEC, and in compliance with Rule 12b-1 under the Investment Company Act, the Fund has adopted a Distribution and Service Plan for the Class A Units (the “Distribution Plan”). The Distribution Plan allows the Fund to pay distribution fees for the promotion and distribution of its Class A Units and the provision of personal services to holders of Class A Units. Under the Distribution Plan, the Fund may pay to the Fund’s placement agent other qualified recipients as compensation up to 0.70% on an annualized basis of the value of the Fund’s net asset attributable to Class A Units (the “Distribution Fee”). Payment of the Distribution Fee is governed by the Distribution Plan. The Distribution Fee is paid out of the Fund’s assets and decreases the net profits or increases the net losses of the Fund solely with respect to Class A Units. Class I Units are not subject to the Distribution Plan or the Distribution Fee and do not bear any expenses associated therewith. In addition, under the Distribution Plan, subscriptions for Class A Units may be subject to a placement fee (the “Placement Fee”) of up to 3.50% of the subscription amount. No Placement Fee may be charged without the consent of the placement agent.

 

The Board may, from time to time and in its sole discretion, cause the Fund to repurchase Units from Members pursuant to written tenders by Members at such times and on such terms and conditions as established by the Board. In determining whether the Fund should offer to repurchase Units, the Board considers the recommendation of the Adviser, as well as a variety of other operational, business and economic factors. The Adviser anticipates recommending to the Board that, under normal circumstances, the Fund conduct quarterly repurchase offers for Units having an aggregate value of no more than 5% of the Fund’s net assets each January 1st, April 1st, July 1st and October 1st. The Fund is entitled to charge a 2.00% early repurchase fee for any repurchase of Units from a Member at any time prior to the day immediately preceding the first anniversary of the Member’s purchase of such Units.

 

Transactions in Units were as follows:

 

   

For the Year Ended
March 31, 2020

   

For the Year Ended
March 31, 2019

 
   

Units

   

Dollar Amounts

   

Units

   

Dollar Amounts

 

Class A Units

                               

Sales

    132,339,978     $ 787,428,343       78,951,826     $ 442,626,596  

Reinvestments

    12,073,872       73,697,727       17,463,210       95,296,735  

Repurchases

    (15,651,641 )     (90,728,026 )     (16,389,816 )     (92,061,160 )

Class exchanges

    (11,389,149 )     (67,192,184 )     (1,673,003 )     (9,293,258 )

Net increase (decrease)

    117,373,060     $ 703,205,860       78,352,217     $ 436,568,913  

Class I Units

                               

Sales

    90,491,877     $ 542,182,077       68,583,307     $ 385,330,016  

Reinvestments

    9,524,691       58,571,137       16,512,189       90,208,897  

Repurchases

    (27,840,814 )     (158,523,173 )     (21,167,347 )     (119,141,209 )

Class exchanges

    11,330,170       67,192,184       1,668,057       9,293,258  

Net increase (decrease)

    83,505,924     $ 509,422,225       65,596,206     $ 365,690,962  

 

32

 

 

Partners Group Private Equity (Master Fund), LLC

 

(a Delaware Limited Liability Company)

 

 

Notes to Consolidated Financial Statements – March 31, 2020 (continued)

 

 

6. Management Fees, Incentive Fee and Fees and Expenses of Managers

 

Under the terms of the Investment Management Agreement the Adviser is responsible for providing day-to-day investment management and certain other services to the Fund, subject to the ultimate supervision of and to any policies established by the Board. Accordingly, the Adviser is responsible for developing, implementing and supervising the Fund’s investment program. Until December 31, 2016, in consideration for its investment management services under the Investment Management Agreement, the Fund paid 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 Fund’s net asset value and (ii) the Fund’s net asset value less cash and cash equivalents plus the total of all commitments made by the Fund that have not yet been drawn for investment.

 

Effective with the Reorganization on January 1, 2017 the percentage in the above formula was increased from 1.25 to 1.50%. However, the Investment Management Agreement provides that in no event will the management fee exceed 1.75% as a percentage of the Fund’s net asset value. For the year ended March 31, 2020, the Fund accrued $83,115,102 in management fees due to the Adviser.

 

In addition, until December 31, 2016, 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 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) was 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 Fund (the “Incentive Allocation Account”). The Incentive Allocation Account was maintained solely for the purpose of being allocated the Incentive Allocation and thus, the Incentive Allocation Account did not participate in the net profits or losses of the Fund.

 

Effective with the Reorganization January 1, 2017, at the end of each calendar quarter (and at certain other times), the Adviser will be entitled to receive an amount (the “Incentive Fee”) equal to 10% of the excess, if any, of (i) the net profits of the Fund for the relevant period over (ii) the then balance, if any, of the New Loss Recovery Account (as defined below). For the purposes of the Incentive Fee, the term “net profits” shall mean the amount by which the net asset value of the Fund on the last day of the relevant period exceeds the net asset value of the Fund as of the beginning of the same period, including any net change in unrealized appreciation or depreciation of investments and realized income and gains or losses and expenses. The Fund maintains a memorandum account (the “New Loss Recovery Account”), which had an initial balance of zero and will be (i) increased upon the close of each calendar quarter of the Fund by the amount of the net losses of the Fund for the quarter, and (ii) decreased (but not below zero) upon the close of each calendar quarter by the amount of the net profits of the Fund for the quarter. Members will benefit from the New Loss Recovery Account in proportion to their holdings of Units. For the year ended March 31, 2020, the Fund accrued $56,759,165 in Incentive Fees due to the Adviser.

 

The Adviser has entered into an expense limitation agreement (the “Expense Limitation Agreement”) with the Fund, whereby the Adviser has agreed to waive fees that it would otherwise be paid, and/or to assume expenses of the Fund (a “Waiver”), if required to ensure the Total Annual Expenses (excluding taxes, interest, brokerage commissions, certain transaction related expenses arising out of investments made by the Fund, extraordinary expenses, the Incentive Fee, and any acquired fund fees and expenses) do not exceed 3.00% on an annualized basis with respect to Class A Units and 2.30% on an annualized basis with respect to Class I Units (the “Expense Limit”). For a period not to exceed three years from the date on which a Waiver is made, the Adviser may recoup amounts waived or assumed, provided it is able to effect such recoupment without causing the Fund’s expense ratio (after recoupment) to exceed the lesser of (a) the expense limit in effect at the time of the waiver, and (b) the expense limit in effect at the time of the recoupment. The Expense Limitation Agreement may be terminated by the Adviser or the Fund upon thirty days’ written notice to the other party. During the year ended March 31, 2020, the Adviser did not waive any fees and the Fund did not pay any recoupment of existing waivers pursuant to the Expense Limitation Agreement.

 

In consideration of the services rendered by each Manager who was not an “interested person” of the Fund, as defined by the Investment Company Act (each, an “Independent Manager”), effective January 1, 2019, the Fund pays each Independent Manager an annual fee of $84,167. Additionally, effective April 1, 2016 the Fund pays an additional fee of $10,000 per year to the Chairman of the Board and the Chairman of the Audit Committee. The Fund also reimburses the expenses of the Independent Managers in connection with their services as Managers. The Managers do not receive any pension or retirement benefits from the Fund.

 

33

 

 

Partners Group Private Equity (Master Fund), LLC

 

(a Delaware Limited Liability Company)

 

 

Notes to Consolidated Financial Statements – March 31, 2020 (continued)

 

 

7. Affiliated Investments

 

Under Section 2(a)(3) of the Investment Company Act, a portfolio company is defined as “affiliated” with the Fund if the Fund owns five percent or more of its outstanding voting securities. The Fund held at least five percent of the outstanding voting securities of the following portfolio companies as of March 31, 2020:

 

 

 

Shares/
Principal
as of
March 31,
2020

   

Fair Value
as of
March 31,
2019

   

Gross
Additions
(1)

   

Gross
Reductions
(2)

   

Realized
Gains/
Losses

   

Change in
Unrealized
Gains
(Losses)

   

Fair Value
as of
March 31,
2020

   

Affiliated
Income/
accretion of
discount

 

Non-Controlled Affiliates

                                                               

AAVAS Financiers Limited

    5,713,047     $ 74,048,352     $     $     $     $ 8,122,542     $ 82,170,894     $  

Astorg Co-Invest SGG, FCPI (3)

          31,140,200                         (5,269,406 )     25,870,794        

Camelia Investment 1 Limited

    6,768,704,353       104,681,393                         25,899,806       130,581,199        

Capri Acquisitions Topco Limited(4)

    65,007,484       109,573,016                         (2,769,808 )     106,803,208        

Confluent Health Holdings LP

    27,187             27,200,412                   (3,991,742 )     23,208,670        

ECP Holding Company, LLC

    9,753,907       19,598,934                         6,441,314       26,040,248        

ECP Parent, LLC

    100,000,000             100,000,000                   (4,486,500 )     95,513,500        

EnfraGen, LLC

    37,810             38,644,608                   143,333       38,787,941        

EQT Jaguar Co-Investment SCSp(3)

          53,297,015       187,526                   (6,035,908 )     47,448,633        

GlobalLogic Worldwide Holdings, Inc.(4)

    701,927       109,970,284                         53,050,190       163,020,474        

Huntress Co-Investment L.P., 1(3)

          44,977,826                         4,635,499       49,613,325       7,196,155  

Luxembourg Investment Company 293 S.à.r.l.

    10,752,136             37,144,110       (143,227 )     (12,931 )     (6,301,349 )     30,686,603       (1,891 )

Luxembourg Investment Company 285 S.à.r.l.(5)

    14,865,773             37,478,989                   (848,475 )     36,630,514        

Luxembourg Investment Company 314 S.à.r.l.(5)

    192,000             7,793                   (7,792 )     1        

MHS Acquisition Holdings, LLC

    34,242       336,115       202,568                   (88,106 )     450,577        

MHS Blocker Purchaser L.P.(3)

          43,278,645       852,593                   (13,636,337 )     30,494,901        

Murra Warra Asset Hold Trust

    13,186,543       13,278,089       1,593,449                   (862,452 )     14,009,086        

Murra Warra Project Hold Trust

    429,366       3,319,522       398,362                   (215,610 )     3,502,274        

OHCP IV SF COI, L.P.(3)

          24,990,208       58,538                   (8,228,894 )     16,819,852        

Onecall Holdings, L.P.(3)

          97,327,946                         (25,646,177 )     71,681,769        

PG BRPC Investment, LLC

    32,079             32,102,865                   (662,218 )     31,440,647        

PG Lion Management Warehouse S.C.S(3)(5)

                1,063,586                   (118,882 )     944,704        

 

34

 

 

Partners Group Private Equity (Master Fund), LLC

 

(a Delaware Limited Liability Company)

 

 

Notes to Consolidated Financial Statements – March 31, 2020 (continued)

 

 

7. Affiliated Investments (continued)

 

 

 

Shares/
Principal
as of
March 31,
2020

   

Fair Value
as of
March 31,
2019

   

Gross
Additions
(1)

   

Gross
Reductions
(2)

   

Realized
Gains/
Losses

   

Change in
Unrealized
Gains
(Losses)

   

Fair Value
as of
March 31,
2020

   

Affiliated
Income/
accretion of
discount

 

Polyusus Lux XVI S.a.r.l.

    289,102,341     $ 28,951,776     $     $ (5,395 )   $ (154 )   $ (4,451,944 )   $ 24,494,283     $  

Quadriga Capital IV Investment Holding II L.P.(3)

          28,673,569                         1,747,248       30,420,817        

Safe Fleet Holdings LLC(6)

    2,932,500       2,889,846       1,274       (30,000 )     77       (364,110 )     2,497,087       152,978  

SnackTime PG Holdings, Inc.

    12       70,510,679                         (16,716,122 )     53,794,557        

Total Non-Controlled Affiliates

          $ 860,843,415     $ 276,936,673     $ (178,622 )   $ (13,008 )   $ (661,900 )   $ 1,136,926,558     $ 7,347,242  

 

(1)

Gross additions may include increases in the cost basis of investments resulting from new portfolio investments, the accretion of discounts and the exchange of one or more existing securities for one or more new securities.

 

(2)

Gross reductions may include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales and the exchange of one or more existing securities for one or more new securities.

 

(3)

Investment does not issue shares.

 

(4)

As of March 31, 2020, the Fund no longer had ownership of five percent or more of outstanding voting securities.

 

(5)

Luxembourg Investment Company 285 S.à.r.l., Luxembourg Investment Company 314 S.à.r.l. and PG Lion Management Warehouse S.C.S. are related to the same investment.

 

(6)

This investment is associated with OHCP IV SF COI, L.P.

 

8. Accounting and Administration Agreement

 

The Administrator serves as administrator and accounting agent to the Fund and provides certain accounting, record keeping and investor related services pursuant to an Accounting and Administration Agreement between the Fund and the Administrator. For 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 year ended March 31, 2020, the Fund accumulated $4,307,766 in administration and accounting fees due to the Administrator.

 

9. Investment Transactions

 

Total purchases of investments for the year ended March 31, 2020 amounted to $1,662,942,027. Total distribution proceeds from sale, redemption, or other disposition of investments for the year ended March 31, 2020 amounted to $582,964,060. Total purchases and sales of short-term investments amounted to $1,159,456,193 and $1,265,000,000, respectively, for the year ended March 31, 2020. The cost of investments for U.S. federal income tax purposes is adjusted for items of taxable income allocated to the Fund from such investments. The Fund relies upon actual and estimated tax information provided by the managers of the Private Equity Fund Investments as to the amounts of taxable income allocated to the Fund as of March 31, 2020.

 

10. Indemnification

 

In the normal course of business, the Fund may enter into contracts that provide general indemnification. The Fund’s maximum exposure under these agreements is dependent on future claims that may be made against the Fund under such agreements, and therefore cannot be established; however, based on management’s experience, the risk of loss from such claims is considered remote.

 

35

 

 

Partners Group Private Equity (Master Fund), LLC

 

(a Delaware Limited Liability Company)

 

 

Notes to Consolidated Financial Statements – March 31, 2020 (continued)

 

 

11. Commitments

 

As of March 31, 2020, the Fund had funded $6,141,804,507.75 or 84.6% of the $7,258,993,145.74 of its total commitments to Private Equity Investments. With respect to its (i) Direct Investments it had funded $4,595,970,848 of $4,687,651,908 in total commitments, (ii) Secondary Investments it had funded $846,079,291 of $973,919,509 in total commitments, and (iii) Primary Investments it had funded $699,754,369 of $1,597,421,728 in total commitments, in each case, as of March 31, 2020.

 

12. Risk Factors

 

An investment in the Fund involves significant risks, including industry risk, liquidity risk, interest rate risk and economic conditions risk, that should be carefully considered prior to investing and should only be considered by persons financially able to maintain their investment and who can afford a loss of a substantial part or all of such investment. The Fund invests substantially all of its available capital in Private Equity Investments. Typically, these investments are in restricted securities that are not traded in public markets and are subject to substantial holding periods, so that the Fund may not be able to resell some of its holdings for extended periods, which may be several years. The Fund may have a concentration of investments in a particular industry or sector. Investment performance of the sector may have a significant impact on the performance of the Fund. The Fund’s investments are also subject to the risk associated with investing in private equity securities. The investments in private securities are illiquid, can be subject to various restrictions on resale, and there is no assurance that the Fund will be able to realize the value of such investments in a timely manner. Private Equity Fund Investments are generally closed-end private equity partnerships with no right to withdraw prior to the termination of the partnership. The frequency of withdrawals is dictated by the governing documents of the Private Equity Fund Investments. Except where a market exists for the securities in which the Fund is directly or indirectly invested, the valuations of the Fund’s investments are estimated. As a consequence of the inherent uncertainty in estimated valuations, those valuations may differ from the valuations that would have been used had a ready market for the securities existed, and the differences could be material.

 

Investments in Units provide limited liquidity. It is currently intended that Members will be able to redeem Units only through quarterly offers by the Fund to purchase a limited number of Units. Those offers are at the discretion of the Board on the recommendation of the Adviser. Therefore, an investment in the Fund is suitable only for investors who can bear the risks associated with the limited liquidity of Units and should be viewed as a long-term investment. No guarantee or representation is made that the Fund’s investment objective will be met.

 

13. COVID-19

 

There has been increased uncertainty and disruption in the global economy and financial markets due to the COVID-19 pandemic that have impacted and will continue to impact the operations, financial condition, liquidity and cash flows of the Fund and its underlying portfolio companies and industries for an indefinite period of time. Due to its recent onset, the effects of the pandemic on the Fund’s performance as reflected in the financial statements in this filing are primarily attributable to changes in expectations from market and other sources about the pandemic’s effects, because the effects of the pandemic on the accounting and business performance of the portfolio companies and the industries, countries or market sectors in which they operate generally will take time to develop. Some of these companies and industries may be harmed financially from the pandemic, while others may benefit financially. The Fund is broadly diversified across hundreds of issuers. Given this portfolio diversification and based on current information, management is currently unaware of any significant concentration of risk related to COVID-19.

 

The Fund is unable to predict the full impact that COVID-19 will have on the Fund’s operations, financial condition, liquidity, and cash flows because of uncertainties about the duration and severity of the pandemic. These and other factors will be updated from time to time in periodic filings with the SEC.

 

36

 

 

Partners Group Private Equity (Master Fund), LLC

 

(a Delaware Limited Liability Company)

 

 

Notes to Consolidated Financial Statements – March 31, 2020 (continued)

 

 

14. Tax Information

 

Distributions to Members are recorded on ex-dividend date. Income dividends and gain distributions are determined in accordance with income tax rules and regulations, that may differ from generally accepted accounting principles. Certain capital accounts in the financial statements have been adjusted for permanent book- tax differences. These adjustments have no impact on net asset values or results of operations.

 

The tax year of the Fund is the 12-month period ending on October 31.

 

For the tax year ended October 31, 2019, for U.S. federal income tax purposes, the Fund’s aggregate unrealized appreciation and depreciation on its investments based on cost were as follows:

 

   

Investments

   

Forward Foreign
Currency Contracts

 

Tax Cost

  $ 3,757,353,940     $ 638,810,484  

Gross unrealized appreciation

    1,441,510,107       8,866,688  

Gross unrealized depreciation

    (46,427,824 )     (2,058,500 )

Net unrealized investment appreciation

  $ 1,395,082,283     $ 6,808,188  

 

For the tax year ended October 31, 2019, the Fund made the following permanent book tax differences and reclassifications:

 

Paid in capital excess of par value

  $ 32,360,261  

Distributions in excess of net investment income

    36,151,328  

Accumulated realized gain (loss)

    (68,511,589 )

 

For the tax year ended October 31, 2019, the Fund’s tax year end components of distributable earnings on a tax basis are as follows:

 

Late Year Ordinary and Post October Capital Loss Deferrals

  $ (42,809,500 )

Net Tax Appreciation/(Depreciation)

    1,394,935,167  

Undistributed Capital Gains

    90,749,373  

 

The tax character of distributions for the tax years ended October 31, 2019 and 2018, was as follows:

 

   

2019

   

2018

 

Ordinary Income

  $ 3,527,755     $ 30,949,983  

Long-term capital gains

    146,543,044       170,117,939  

 

ASC Topic 740, “Accounting for Uncertainty in Income Taxes” (“ASC 740”) provides guidance on the accounting for and disclosure of uncertainty in tax position. ASC 740 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions deemed to meet the more-likely-than-not threshold are recorded as a tax benefit or expense in the current year. Based on its analysis of its tax position for all open tax years (the current and prior years, as applicable), the Adviser has concluded that the Fund does not have any uncertain tax positions that met the recognition or measurement criteria of ASC 740. Such open tax years remain subject to examination and adjustment by tax authorities.

 

15. Subsequent Events

 

Management has evaluated the impact of all subsequent events on the Fund and determined that there were no subsequent events that require disclosure in the consolidated financial statements.

 

37

 

 

Partners Group Private Equity (Master Fund), LLC

 

(a Delaware Limited Liability Company)

 

 

Fund Expenses — for the period from October 1, 2019 through March 31, 2020 (Unaudited)

 

 

Example: As a Fund Member, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase; and (2) ongoing costs, including management fees; distribution and/or service fees (12b-1 fees); and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds. The actual and hypothetical expense Examples are based on an investment of $1,000 invested at the beginning of a six month period and held through the year ended March 31, 2020.

 

Actual Expenses: The first section of the table below provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

 

Hypothetical Example for Comparison Purposes: The second section of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year (before expenses), which is not the actual Fund return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the Members reports of the other funds.

 

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) on redemption/exchange fees. Therefore, the second section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

 

Beginning
Account Value
(10/1/19)

Ending
Account Value
(03/31/20)

Expenses Paid
During the
Period*

Annualized Net
Expense
Ratio**

Actual

       

Class A Units

$1,000.00

$ 911.50

$18.68

3.91%

Class I Units

$1,000.00

$ 914.90

$15.32

3.20%

 

 

Beginning
Account Value
(10/1/19)

Ending
Account Value
(03/31/20)

Expenses Paid
During the
Period*

Annualized Net
Expense
Ratio**

Hypothetical (5% annual return before expenses)

     

Class A Units

$1,000.00

$1,005.50

$19.60

3.91%

Class I Units

$1,000.00

$1,009.00

$16.07

3.20%

 

*

Expenses are calculated using to the Fund’s annualized expense ratio for the indicated Class, multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period). The Example assumes that the $1,000 was invested at the net asset value per unit determined at the opening of business on October 1, 2019.

 

**

Annualized ratio of expenses to average net assets for the period from October 1, 2019 through March 31, 2020. The expense ratio includes the effect of expenses waived or reimbursed by the Fund’s investment adviser.

 

38

 

 

Partners Group Private Equity (Master Fund), LLC

 

(a Delaware Limited Liability Company)

 

 

Fund Management (Unaudited)

 

 

INDEPENDENT MANAGERS

NAME, ADDRESS AND
YEAR OF BIRTH

POSITION(S)
HELD WITH
THE FUND

TERM
OF OFFICE*
AND LENGTH
OF TIME
SERVED

PRINCIPAL OCCUPATION(S)
DURING PAST 5 YEARS AND
OTHER DIRECTORSHIPS**
HELD BY MANAGER

NUMBER OF
PORTFOLIOS IN
FUND COMPLEX
OVERSEEN BY
MANAGER***

James F. Munsell
Year of Birth: 1941

 

c/o Partners Group (USA) Inc.
1114 Avenue of the Americas 37th Floor
New York, NY 10036

Chairman and Manager

Since inception

Senior Counsel, Cleary Gottlieb Steen & Hamilton LLP (2001-Present); Senior Managing Director, Brock Capital Group LLC (2008-Present).

2

Robert J. Swieringa
Year of Birth: 1942

 

c/o Partners Group (USA) Inc.
1114 Avenue of the Americas 37th Floor
New York, NY 10036

Manager

Since inception

Professor of Accounting, S.C. Johnson Graduate School of Management at Cornell University (1997-2015); Professor Emeritus of Accounting, S.C. Johnson Graduate School of Management at Cornell University (2015-Present); Director, The General Electric Company (2002-2016).

2

Lewis R. Hood, Jr.
Year of Birth: 1956

 

c/o Partners Group (USA) Inc.
1114 Avenue of the Americas
37th Floor
New York, NY 10036

Manager

Since inception

Retired; Managing Director and Chief Investment Officer (CIO Emeritus from 2014), ERISA Plans, Prudential Insurance Company of America (2002-2015).

2

Stephen G. Ryan
Year of Birth: 1959

 

c/o Partners Group (USA) Inc.
1114 Avenue of the Americas
37th Floor
New York, NY 10036

Manager

Since inception

Professor of Accounting, Stern School of Business, New York University (1995-Present).

2

 

*

Each Manager serves an indefinite term, until his or her successor is elected.

 

**

Includes any company with a class of securities registered pursuant to Section 12 of the Exchange Act of 1934, as amended (the “Exchange Act”), or subject to the requirements of Section 15(d) of the Exchange Act or any company registered under the Investment Company Act.

 

***

The Fund Complex consists of Partners Group Private Income Opportunities, LLC and Partners Group Private Equity (Master Fund), LLC.

 

39

 

 

Partners Group Private Equity (Master Fund), LLC

 

(a Delaware Limited Liability Company)

 

 

Fund Management (Unaudited) (continued)

 

 

INTERESTED MANAGERS AND OFFICERS

NAME, ADDRESS AND
YEAR OF BIRTH

POSITION(S)
HELD WITH
THE FUND

TERM
OF OFFICE*
AND LENGTH
OF TIME
SERVED

PRINCIPAL OCCUPATION(S)
DURING PAST 5 YEARS AND
OTHER DIRECTORSHIPS**
HELD BY MANAGER

NUMBER OF
PORTFOLIOS IN
FUND COMPLEX
OVERSEEN BY
MANAGER OR
OFFICER***

Robert Collins(1)
Year of Birth: 1976

 

c/o Partners Group (USA) Inc.
1114 Avenue of the Americas
37th Floor
New York, NY 10036

Manager; President

Indefinite length—since inception

Managing Director, Partners Group (2012–Present); Partners Group (2005–Present).

2

Justin Rindos
Year of Birth: 1984

 

c/o Partners Group (USA) Inc.
1114 Avenue of the Americas
37th Floor
New York, NY 10036

Chief Financial Officer

Indefinite length—since inception

Global Co-Head Structuring, Partners Group (2019 - Present); Director, Partners Group (Canada) Inc. (2018 - Present); Director, Partners Group Cayman Management I Limited (2017 - Present); Director, Partners Group Cayman Management II Limited (2017 - Present); Director, Partners Group Cayman Management III Limited (2017 - Present); Director, Partners Group Cayman Management IV Limited (2018 - Present); Director, Partners Group Global Value Real Estate 2019 (EUR) D, LLC (2018 - Present); Director, Partners Group Real Estate Opportunities 2019 (USD) D, LLC (2017 - Present); Director, Partners Group Real Estate Secondary 2017 (USD) D, LLC (2017 - Present); Partners Group (2010 -Present).

2

Brian Kawakami
Year of Birth: 1950

 

c/o Partners Group (USA) Inc.
1114 Avenue of the Americas 37th Floor
New York, NY 10036

Chief Compliance Officer

Indefinite length—since inception

Partner, Ascendant Compliance Management, Inc. (2009–2015); Manager, Brian Kawakami LLC (2015–Present).

2

 

40

 

 

Partners Group Private Equity (Master Fund), LLC

 

(a Delaware Limited Liability Company)

 

 

Fund Management (Unaudited) (continued)

 

 

NAME, ADDRESS AND
YEAR OF BIRTH

POSITION(S)
HELD WITH
THE FUND

TERM
OF OFFICE*
AND LENGTH
OF TIME
SERVED

PRINCIPAL OCCUPATION(S)
DURING PAST 5 YEARS AND
OTHER DIRECTORSHIPS**
HELD BY MANAGER

NUMBER OF
PORTFOLIOS IN
FUND COMPLEX
OVERSEEN BY
MANAGER OR
OFFICER***

Oliver Jimenez
Year of Birth: 1972

 

c/o Partners Group (USA) Inc.
1114 Avenue of the Americas
37th Floor
New York, NY 10036

Secretary

Indefinite length—since inception

Senior Vice President, Partners Group (2014–Present); Chief Compliance Officer, Partners Group (USA) Inc. (2014–Present); Partners Group (2014–Present); Chief Compliance Officer, Platinum Partners (2007–2014).

2

 

*

Each Manager serves an indefinite term, until his or her successor is elected.

 

**

Includes any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered under the Investment Company Act.

 

***

The Fund Complex consists of Partners Group Private Income Opportunities, LLC and Partners Group Private Equity (Master Fund), LLC.

 

(1)

Mr. Collins is deemed an “interested person” of the Fund due to his position as a Managing Director of the Adviser.

 

41

 

 

Partners Group Private Equity (Master Fund), LLC

 

(a Delaware Limited Liability Company)

 

 

Other Information (Unaudited)

 

 

Proxy Voting

 

The Fund is required to file Form N-PX, with its complete proxy voting record for the twelve months ended June 30, no later than August 31. The Fund’s Form N-PX filing is available: (i) without charge, upon request, by calling 1-877-748-7209 or (ii) by visiting the SEC’s website at www.sec.gov.

 

Availability of Quarterly Portfolio Schedules

 

The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Fund’s Forms N-PORT (and its predecessor form, Form N-Q) are available on the SEC’s website at www.sec.gov.

 

Federal Tax Information

 

For the tax year ended October 31, 2019, the amount of long-term capital gains designated by the Fund was $146,543,044.

 

Approval of Investment Management Agreement

 

At a meeting of the Board held on December 18, 2019, the Board, including a majority of the Independent Managers, approved by a unanimous vote the continuation of the Second Amended and Restated Investment Management Agreement (the “Agreement”).

 

In advance of the meeting, the Independent Managers requested and received extensive materials from the Adviser to assist them in considering the renewal of the Agreement. The materials provided by the Adviser included detailed comparative information relating to the performance, advisory fees and other expenses of the Fund.

 

The Board engaged in a detailed discussion of the materials with management of the Adviser. The Independent Managers then met separately with independent counsel to the Independent Managers for a further review of the information presented in the materials. Following this session, the full Board reconvened and after further discussion determined that the information presented provided a sufficient basis upon which to approve the Agreement.

 

Discussion of Factors Considered

 

The Independent Managers considered, among other things: (1) the nature and quality of the advisory services rendered, including, the complexity of the services provided; (2) the experience and qualifications of the personnel that provide such services; (3) the fee structure and the expense ratios in relation to those of other investment companies having comparable investment policies and limitations; (4) the direct and indirect costs incurred by the Adviser and its affiliates in performing advisory services for the Fund, the basis of determining and allocating these costs, and the profitability to the Adviser and its affiliates in performing such services; (5) possible economies of scale arising from any anticipated growth of the Fund and the extent to which these would be passed on to the Fund; (6) other compensation or possible benefits to the Adviser and its affiliates arising from their advisory and other relationships with the Fund; (7) possible alternative fee structures or bases for determining fees; (8) the fees charged by the Adviser and other investment advisers to similar clients and in comparison to industry fees for similar services; and (9) possible conflicts of interest that the Adviser may have with respect to the Fund.

 

The Independent Managers concluded that the nature, extent, and quality of the services provided by the Adviser to the Fund is appropriate and consistent with the terms of the limited liability company agreement of the Fund, that the quality of those services is consistent with industry norms and that the Fund benefits from the Adviser’s management of the Fund’s investment program.

 

The Independent Managers noted that the performance of the Fund had been positive since inception and had lower volatility than public markets.

 

The Independent Managers also concluded that the Adviser had sufficient personnel with the appropriate education and experience to serve the Fund effectively and has demonstrated its continuing ability to attract and retain qualified personnel. The Independent Managers noted that the Adviser is part of a larger investment advisory group that advises other funds and individual investors with respect to private equity investments and that relationship may make available to the Fund investment opportunities that would not be available to the Fund if the Adviser was not the Fund’s investment adviser.

 

42

 

 

Partners Group Private Equity (Master Fund), LLC

 

(a Delaware Limited Liability Company)

 

 

Other Information (Unaudited) (continued)

 

 

The Independent Managers considered the costs of the services provided by the Adviser, and the compensation and benefits received by the Adviser in providing services to the Fund. The Independent Managers reviewed the financial statements of the Adviser and the Adviser’s parent and a profitability analysis of the Adviser, considered any direct or indirect revenues that could be received by affiliates of the Adviser, and concluded that the Adviser’s fees and profits were reasonable in relation to the nature and quality of the services provided to the Fund, taking into account the fees charged by other advisers for managing comparable funds. The Independent Managers also concluded that the overall expense ratio of the Fund was reasonable, taking into account the size of the Fund, the expense limitation, and the quality of services provided by the Adviser.

 

The Independent Managers considered the extent to which economies of scale could be realized and whether fee levels would reflect those economies, noting that as the Fund grows, economies of scale would be realized.

 

The Independent Managers considered all factors and no one factor alone was deemed dispositive.

 

Conclusion

 

The Independent Managers, separately, and the Board as a whole, determined that the information presented provided a sufficient basis upon which to renew the Agreement and that the compensation and other terms of the Agreement were in the best interests of the Fund and its members.

 

43

 

 

Partners Group Private Equity (Master Fund), LLC

 

(a Delaware Limited Liability Company)

 

 

Other Information (Unaudited) (continued)

 

 

Privacy Policy

 

FACTS

WHAT DOES PARTNERS GROUP PRIVATE EQUITY (MASTER FUND), LLC DO WITH YOUR PERSONAL INFORMATION?

Why?

Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.

What?

The types of personal information we collect and share depend on the product or service you have with us. This information can include:

 

● Social Security number

● account balances

● account transactions

● transaction history

● wire transfer instructions

● checking account information

 

When you are no longer our customer, we continue to share your information as described in this notice.

How?

All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons Partners Group Private Equity (Master Fund), LLC chooses to share; and whether you can limit this sharing.

 

Reasons we can share your personal information

Does Partners Group Private Equity (Master Fund), LLC share?

Can you limit this sharing?

For our everyday business purposes
such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus

Yes

No

For our marketing purposes
to offer our products and services to you

No

We do not share

For joint marketing with other financial companies

No

We do not share

For our affiliates’ everyday business purposes – information about your transactions and experiences

Yes

No

For our affiliates’ everyday business purposes – information about your creditworthiness

No

We do not share

For our affiliates to market to you

No

We do not share

For nonaffiliates to market to you

No

We do not share

 

Questions?

Call 1-877-748-7209

 

44

 

 

Partners Group Private Equity (Master Fund), LLC

 

(a Delaware Limited Liability Company)

 

 

Other Information (Unaudited) (continued)

 

 

Privacy Policy (continued)

 

What we do

How does Partners Group Private Equity (Master Fund), LLC protect my personal information?

To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings.

How does Partners Group Private Equity (Master Fund), LLC collect my personal information?

We collect your personal information, for example, when you

 

● open an account

● provide account information

● give us your contact information

● make a wire transfer

● tell us where to send the money

 

We also collect your information from others, such as credit bureaus, affiliates, or other companies.

Why can’t I limit all sharing?

Federal law gives you the right to limit only

 

● sharing for affiliates’ everyday business purposes – information about your creditworthiness

● affiliates from using your information to market to you

● sharing for nonaffiliates to market to you

 

State laws and individual companies may give you additional rights to limit sharing.

European Union’s General Data Protection Regulation

In addition to the above information, where applicable, you have the following rights under the European Union’s General Data Protection Regulation (“GDPR”) and U.S. Privacy Laws, as applicable and to the extent permitted by law, to

 

● Check whether we hold personal information about you and to access such data (in accordance with our policy)

● Request the correction of personal information about you that is inaccurate

● Have a copy of the personal information we hold about you provided to you or another “controller” where technically feasible

● Request the erasure of your personal information

● Request the restriction of processing concerning you

 

The legal grounds for processing of your personal information is for contractual necessity and compliance with law.

 

If you wish to exercise your rights, please contact:

 

Partners Group Private Equity (Master Fund), LLC

1114 Avenue of the Americas

37th Floor

New York, New York 10036

Attn: Chief Compliance Officer

 

You are required to ensure the personal information we hold about you is up-to-date and accurate and you must notify us of any changes to the personal data you provided to us.

 

 

45

 

 

Partners Group Private Equity (Master Fund), LLC

 

(a Delaware Limited Liability Company)

 

 

Other Information (Unaudited) (continued)

 

 

Privacy Policy (continued)

 

 

We retain your personal information for a period of at least five (5) years from the date on which you first invested in the Partners Group Private Equity (Master Fund), LLC for which personal data was provided or the date when you fully redeemed your investment. Thereafter, your personal information will be deleted (or otherwise erased or de-identified) any such personal data except as required or permitted by applicable law or regulation.

 

You also have the right to lodge a complaint with the appropriate regulatory authority with respect to issues you may have.

Definitions

Affiliates

Companies related by common ownership or control. They can be financial and nonfinancial companies.

 

Our affiliates include companies with a Partners Group name, such as Partners Group (USA) Inc., investment adviser to the Fund and other funds, and Partners Group AG.

Controller

“Controller” means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing of personal data; where the purposes and means of such processing are determined by European Union or European Member State law, the controller or the specific criteria for its nomination may be provided for by European Union or European Member State law.

Nonaffiliates

Companies not related by common ownership or control. They can be financial and nonfinancial companies.

 

Partners Group Private Equity (Master Fund), LLC does not share with nonaffiliates so they can market to you.

Joint marketing

A formal agreement between nonaffiliated financial companies that together market financial products or services to you.

 

Partners Group Private Equity (Master Fund), LLC does not jointly market.

 

 

46

 

 

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ITEM 2. CODE OF ETHICS.

 

(a) The registrant, as of the end of the period covered by this report, has adopted a code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party.

 

(c) There have been no amendments, during the period covered by this report, to a provision of the code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, and that relates to any element of the code of ethics description.

 

(d) The registrant has not granted any waivers, during the period covered by this report, including an implicit waiver, from a provision of the code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, that relates to one or more of the items set forth in paragraph (b) of this item's instructions.

 

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

 

As of the end of the period covered by the report, the registrant's board of managers has determined that Mr. Robert J. Swieringa is qualified to serve as the audit committee financial expert serving on its audit committee and that he is "independent," as defined by Item 3 of Form N-CSR.

 

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

 

Audit Fees

 

(a) The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years are $503,000 for 2019 and $580,000 for 2020.

 

Audit-Related Fees

 

(b) The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant's financial statements and are not reported under paragraph (a) of this Item are $0 for 2019 and $0 for 2020.

 

Tax Fees

 

(c) The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning are $0 for 2019 and $0 for 2020.

 

 

 

All Other Fees

 

(d) The aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant other than the services reported in paragraphs (a) through (c) of this Item are $747,055 for 2019 and $669,000 for 2020. The registrant's independent registered public accounting firm provides reasonable assurances on the correctness of the processes and procedures leading to the fair value of the investments calculated by Partners Group (USA) Inc. as well as the calculation itself, in accordance with their quarterly fair valuation process.

 

(e)(1) Disclose the audit committee's pre-approval policies and procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.

 

The registrant's audit committee must pre-approve the audit and non-audit services of the Auditors prior to the Auditor's engagement.

 

(e)(2) The percentage of services described in each of paragraphs (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X are as follows:

 

(b) 0%

 

(c) 0%

 

(d) 100%

 

(f) The percentage of hours expended on the principal accountant's engagement to audit the registrant's financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full-time, permanent employees was less than fifty percent.

 

(g) The aggregate non-audit fees billed by the registrant's accountant for services rendered to the registrant, and rendered to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for each of the last two fiscal years of the registrant was $747,055 for 2019 and $669,000 for 2020.

 

(h) The registrant's audit committee of the board of managers has considered whether the provision of non-audit services that were rendered to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant's independence.

 

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

 

Not applicable.

 

ITEM 6. INVESTMENTS.

 

(a) Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1 of this form.

 

 

 

(b) Not applicable.

 

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

 

The Proxy Voting Policies are attached herewith.

 

PROXY VOTING POLICY

 

Investment advisers registered with the SEC, and which exercise voting authority with respect to client securities, are required by Rule 206(4)-6 of the Advisers Act to (a) adopt and implement written policies and procedures that are reasonably designed to ensure that client securities are voted in the best interests of clients, which must include how an adviser addresses material conflicts that may arise between the adviser’s interests and those of its clients; (b) to disclose to clients how they may obtain information from the adviser with respect to the voting of proxies for their securities; (c) to describe to clients a summary of its proxy voting policies and procedures and, upon request, furnish a copy to its clients; and (d) maintain certain records relating to the adviser’s proxy voting activities when the adviser does have proxy voting authority.

 

Partners Group (USA) Inc. (the “Adviser”) is the investment manager to the Partners Group Private Equity (Master Fund), LLC (the “Fund”). All proxy voting responsibilities of the Fund are performed by the Adviser, with the assistance of the Administrator of the Fund. The Adviser utilizes Glass Lewis Europe Limited, a subsidiary of Glass Lewis & Co. ("Proxy Firm"), to administer the voting of the Fund's proxies.

 

This policy is designed to address the Adviser’s obligations with respect to the Fund under Rule 206(4)-6 of the Advisers Act.

 

The Adviser shall vote the proxies appurtenant to all shares of corporate stock or ownership interest owned by the Fund for which it serves as adviser, and the Adviser shall vote said proxies in accordance with the proxy voting policies set forth herein.

 

1.Scope of Policy

 

The Adviser acts as fiduciary in relation to the portfolio of the Fund and the assets thus entrusted to the Adviser’s management. Where the assets placed in the Adviser’s care include shares of corporate stock or ownership interest, and except where the Fund has expressly reserved to itself or another party the duty to vote proxies, it is the Adviser’s duty as a fiduciary to vote all proxies relating to such shares.

 

The Adviser has an obligation to vote all proxies received from shares of corporate stock or ownership interest owned by its client accounts in the best interests of those clients.1 In voting these proxies, the Adviser may not be motivated by, or subordinate the Fund's interests, to its own objectives or those of persons or parties unrelated to the Fund. The Adviser will endeavor to exercise all appropriate and lawful care, skill, prudence and diligence in voting proxies, and shall vote all proxies relating to shares or ownership interests owned by the Fund and received by the Adviser. The Adviser shall not be responsible, however, for voting proxies that it does not receive in sufficient time to respond.

 

 

1For purposes of this policy, opportunities to vote on matters raised in connection with the Fund investments or direct private investments are considered to be proxies.

 

 

 

In order to carry out its responsibilities in regard to voting proxies, the Adviser will seek to track all shareholder/interest holder meetings convened by companies whose shares are held in the Fund, identify all material issues presented to shareholder/interest holders at such meetings, formulate a reasonable position on each such issue and ensure that proxies pertaining to all shares or ownership interests owned in client accounts are voted in accordance with such determinations.

 

In addition, the Adviser has engaged the services of the Proxy Firm, an independent third party, to cast proxy votes according to the Adviser’s established guidelines. The Proxy Firm will be required to promptly notify the Adviser of any proxy issues that do not fall under the guidelines set forth below. The Adviser does not believe that conflicts of interest will generally arise in connection with its proxy voting policies.

 

2.Proxy Guidelines

 

The Adviser’s general policy is to support proposals that maintain or enhance (i) the economic value of the issuer and (ii) the rights and interests of shareholders/interest holders, and to oppose proposals that are inconsistent with these objectives. Accordingly, proxy proposals are typically handled as set forth below, provided that the Adviser may deviate from such general guidelines if it reasonably determines that doing so is in the best interest of shareholders/ interest holders in a particular case.

 

I.Election of Board of Directors

 

The Adviser will generally vote in support of management’s nominees for the board of directors, and in favor of proposals that support board independence.

 

II.Appointment of Independent Auditors

 

The Adviser will generally support the recommendation of the relevant board of directors.

 

III.Issues of Corporate Structure and Shareholder/Interest Holder Rights

 

The Adviser generally supports proposals designed to maintain or enhance shareholder/interest holder rights and/or value, such as the following:

 

oManagement proposals for approval of stock/interest repurchase programs or stock splits (including reverse splits).

 

oProposals supporting shareholder/interest holders rights (i) to vote on shareholder/interest holder rights plans (poison pills), (ii) to remove supermajority voting provisions and/or (iii) to call special meetings and to act by written consent.

 

The Adviser does not support obstacles erected by corporations to prevent mergers or takeovers, as it considers that such actions may depress the corporation’s marketplace value. Accordingly, the Adviser generally votes against management on proposals such as the following:

 

 

 

oAnti-takeover and related provisions that serve to prevent the majority of shareholder/interest holders from exercising their rights or effectively deter appropriate tender offers and other offers.

 

oShareholder/interest holder rights plans (poison pills) that allow the board of directors to block appropriate offers to shareholder/interest holders or which trigger provisions preventing legitimate offers from proceeding.

 

oReincorporation in a jurisdiction which has more stringent anti-takeover and related provisions.

 

oChange-in-control provisions in non-salary compensation plans, employment contracts, and severance agreements which benefit management and would be costly to shareholder/interest holders if triggered.

 

oEstablishment of classified boards of directors.

 

The Adviser generally votes against management on proposals such as the following, which have potentially substantial financial or best interest impact:

 

oCapitalization changes that add “blank check” classes of stock or classes that dilute the voting interests of existing shareholder/interest holders.

 

oAmendments to bylaws which would require super-majority shareholder/interest holder votes to pass or repeal certain provisions.

 

oElimination of shareholder/interest holders’ right to call special meetings.

 

oExcessive compensation.

 

o“Other business as properly comes before the meeting” proposals which extend “blank check” powers to those acting as proxy.

 

oProposals requesting re-election of insiders or affiliated directors who serve on audit, compensation, and nominating committees.

 

IV.Mergers and Acquisitions

 

The Adviser evaluates Mergers and Acquisitions on a case-by-case basis, and will use its discretion to vote in a manner that it believes will maximize shareholder/interest holder value.

 

 

 

V.Executive and Director Equity-Based Compensation

 

The Adviser is generally in favor of properly constructed equity-based compensation arrangements. The Adviser will support proposals that provide management with the ability to implement compensation arrangements that are both fair and competitive. However, the Adviser may oppose management proposals that could potentially significantly dilute shareholder/interest holders’ ownership interests in the corporation, or which it considers unreasonable.

 

VI.Corporate Social and Policy Issues

 

With respect to the wide variety of corporate and social policy issues for which voting may be required, the Adviser generally supports proposals that are designed to enhance the economic value of the issuer, provided such policies are not inconsistent with the principles of socially responsible investing adopted by the Adviser.

 

VII.Matters Arising in Respect of Private Market Investments

 

Matters arising in respect of direct investments will be considered on a case-by-case basis. The Adviser will vote on or consent to such matters in a manner that is consistent with the general policy and principles outlined above. The basis for the voting decision and any recommendation the Adviser may receive from its affiliates or advisers, including the basis for the determination that the decision is in the best interests of the Fund and the Adviser’s other clients, shall be formalized in writing.

 

3.Conflicts

 

From time to time, the Adviser will review a proxy which presents a potential material conflict. As a fiduciary to its clients, the Adviser takes these potential conflicts very seriously. While the Adviser’s only goal in addressing any such potential conflict is to ensure that proxy votes are cast in the clients’ best interests and are not affected by the Adviser’s potential conflict, there are a number of courses the Adviser may take including, but not limited to, delegating the vote to the Proxy Firm. The final decision about which course to follow shall be made by the Adviser’s investment committee.

 

When the matter clearly corresponds to one of the proposals enumerated above, casting a vote which simply follows the Adviser’s pre-determined policy would eliminate the Adviser’s discretion on the particular issue and hence avoid the conflict.

 

In other cases, where the matter presents a potential material conflict and is not clearly within one of the enumerated proposals, or is of such a nature that the Adviser believes more active involvement is necessary, the Adviser may delegate the vote to the Proxy Firm to determine the appropriate vote.

 

Alternatively, in certain situations the Adviser’s investment committee may determine that delegating the vote to the Proxy Firm is unfeasible, impractical or unnecessary. In such situations, the investment committee shall make a decision about the voting of the proxy. The basis for the voting decision, and any recommendation the Adviser may receive from its affiliates or advisers, including the basis for the determination that the decision is in the best interests of the Fund and the Adviser’s other clients, shall be formalized in writing.

 

 

 

4.Proxy Voting Procedures

 

The following describes the standard procedures that are to be followed with respect to carrying out the Adviser's proxy policy. The execution of these procedures may be delegated in whole or in part.

 

1.When a proxy vote is called for, all relevant information in the proxy materials will be recorded by the Adviser in a database.

 

2.The Adviser will confirm the Fund's holdings of the securities and that the Fund is eligible to vote.

 

3.The Adviser will review the proxy and if necessary compile information relating to such proxy. The Adviser will consider whether there are any conflicts or other issues that warrant the delegating the vote to the Proxy Firm.

 

4.In determining how to vote, the Adviser will consider the guidelines set forth above, the Adviser’s knowledge of the company, and the recommendations (if any) put forth by the Proxy Firm or an affiliate.

 

5.The Adviser will maintain the documentation that supports its voting position. In particular, as to non-routine, materially significant or controversial matters, such documentation will describe the position taken, why that position is in the best interest of the Fund, an indication of whether the Adviser supported or did not support management and/or any other relevant information.

 

6.After the proxy is completed but before it is returned to the issuer and/or its agent, the Adviser may review the proxy to determine that the appropriate documentation has been created, including conflict of interest screening.

 

7.The Adviser will endeavor to submit its vote on all proxies in a timely fashion, in sufficient time for the vote to be lodged to the extent the Adviser has had an opportunity to follow its Proxy Policy.

 

8.The Adviser will retain (i) a copy of each proxy statement that the Adviser receives regarding the Fund's securities; (ii) a record of each vote cast by the Adviser on behalf of the Fund; (iii) a copy of any document created by the Adviser that was material to making a decision how to vote proxies on behalf of the Fund or that memorializes the basis for that decision; (iv) a copy of each written client request for information on how the Adviser voted proxies on behalf of the Fund, and (v) a copy of any written response by the Adviser to any (written or oral) client request for information on how the Adviser voted proxies on behalf of the requesting Fund investor.

 

9.The Adviser will periodically review these policies and procedures to ensure compliance.

 

 

 

5.Obtaining proxy voting information

 

To obtain information on how the Adviser voted proxies, Fund investors may contact:

 

Partners Group Private Equity (Master Fund), LLC

1114 Avenue of the Americas, 37th Floor

New York, NY 10036

Attn: Chief Compliance Officer

Re: Proxy voting information request

 

6.Recordkeeping

 

The Fund and Adviser shall retain their (i) proxy voting policies and procedures; (ii) proxy statements received regarding portfolio securities of the Fund; (iii) records or votes it casts on behalf of the Fund; (iv) records of Fund investor requests for proxy voting information and responses to such requests, and (v) any documents prepared by the Adviser that are material in making a proxy voting decision. Such records may be maintained with a third party, such as the Proxy Firm, that will provide a copy of the documents promptly upon request.

 

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

 

(a)(1) Identification of Portfolio Manager(s) or Management Team Members and Description of Role of Portfolio Manager(s) or Management Team Members

 

The following table provides biographical information about the members of the Investment Committee of Partners Group (USA) Inc. (the "Adviser"), who are primarily responsible for the day-to-day portfolio management of the Partners Group Private Equity (Master Fund), LLC as of June 5, 2020:

 

 

 

Name of Investment Committee Member Title Length of Time of Service to the Fund Business Experience During the Past 5 Years Role of Investment Committee Member
Hal Avidano

Managing

Director

Since 2016 Managing Director (2017-Present); Partners Group (2008-Present). Portfolio Management
Robert M. Collins Managing Director Since Inception* Managing Director, Partners Group (2012-Present); Partners Group (2005-Present); Director, Partners Group (Canada) Inc. (2019-Present); Director, Partners Group (USA) Impact (2014-Present); Director, Partners Group (USA) Inc. (2019-Present). Portfolio Management
Scott Essex Partner Since Inception Partner, Partners Group (2016-Present); Partners Group (2007-Present); Director, Partners Group (US) Management CLO LLC (2018-Present). Portfolio Management
Adam Howarth

Managing

Director

Since Inception** Managing Director, Partners Group (2013-Present); Partners Group (2007-Present); Director, Partners Group (USA) Inc. (2018-Present). Portfolio Management
Joel Schwartz Partner Since 2015 Partner, Partners Group (2017-Present); Partners Group (2013-Present). Portfolio Management
Anthony Shontz Managing Director Since 2012 Managing Director, Partners Group (2015-Present); Partners Group (2007-Present); Director, Partners Group (USA) Inc. (2018-Present). Portfolio Management
Todd Bright Partner Since 2016 Partner, Partners Group (2018-Present); Partners Group (2014-Present). Portfolio Management
Ron Lamontagne Managing Director Since 2016 Managing Director, Partners Group (2015-Present); Partners Group (2015-Present). Portfolio Management

 

*Mr. Collins served as a portfolio manager for the registrant from 2009-2012, Chief Financial Officer since inception-2014 and President from 2014-present.

 

**Mr. Howarth served as a portfolio manager for the registrant from 2009-2011 and as deputy portfolio manager from 2014-2018.

 

(a)(2) Other Accounts Managed by Portfolio Manager(s) or Management Team Member and Potential Conflicts of Interest

 

The following table provides information about portfolios and accounts, other than the Partners Group Private Equity (Master Fund), LLC, for which the members of the Investment Committee of the Investment Adviser are jointly and primarily responsible for the day-to-day portfolio management as of March 31, 2020:

 

 

 

 

  Number of Other Accounts Managed and Total Value of Assets by Account Type for Which There is No Performance-Based Fee Number of Other Accounts and Total Value of Assets for Which Advisory Fee is Performance-Based
  Registered investment companies Other pooled investment vehicles Other accounts Registered investment companies Other pooled investment vehicles Other accounts
Hal Avidano Zero accounts Zero accounts Zero accounts 1 registered investment company with a value of $64.352 million

7 pooled

investment

vehicles with

a value of

$468.120 million

28

accounts with

a value of

$3.041 billion

Robert M. Collins Zero accounts Zero accounts Zero accounts 1 registered investment company with a value of $64.352 million

7 pooled

investment

vehicles with

a value of $468.120 million

28

accounts with

a value of $3.041 billion

Scott Essex Zero accounts Zero accounts Zero accounts 1 registered investment company with a value of $64.352 million

7 pooled

investment

vehicles with

a value of $468.120 million

28

accounts with

a value of $3.041 billion

Adam Howarth Zero accounts Zero accounts Zero accounts 1 registered investment company with a value of $64.352 million

7 pooled

investment

vehicles with

a value of $468.120 million

28

accounts with

a value of $3.041 billion

Joel Schwartz Zero accounts Zero accounts Zero accounts 1 registered investment company with a value of $64.352 million

7 pooled

investment

vehicles with

a value of $468.120 million

28

accounts with

a value of $3.041 billion

Anthony Shontz Zero accounts Zero accounts Zero accounts 1 registered investment company with a value of $64.352 million

7 pooled

investment

vehicles with

a value of $468.120 million

28

accounts with

a value of $3.041 billion

 

 

 

Todd Bright Zero accounts Zero accounts Zero accounts 1 registered investment company with a value of $64.352 million

7 pooled

investment

vehicles with

a value of $468.120 million

28

accounts with

a value of $3.041 billion

Ron Lamontagne Zero accounts Zero accounts Zero accounts 1 registered investment company with a value of $64.352 million

7 pooled

investment

vehicles with

a value of $468.120 million

28

accounts with

a value of $3.041 billion

 

Potential Conflicts of Interests

 

Members of the Portfolio Management Team are involved in the management of other accounts, including proprietary accounts, separate accounts and other pooled investment vehicles. Members of the Portfolio Management Team may manage separate accounts or other pooled investment vehicles that may have materially higher or different fee arrangements than the Fund and may also be subject to performance-based fees. The side-by-side management of these separate accounts and pooled investment vehicles may raise potential conflicts of interest relating to cross trading and the allocation of investment opportunities.

 

The Adviser has a fiduciary responsibility to manage all client accounts in a fair and equitable manner. The Adviser seeks to provide best execution of all securities transactions and to allocate investments to client accounts in a fair and reasonable manner. To this end, the Adviser has developed policies and procedures designed to mitigate and manage the potential conflicts of interest that may arise from side-by-side management.

 

(a)(3) Compensation Structure of Portfolio Manager(s) or Management Team Members

 

The Adviser is a wholly-owned subsidiary of Partners Group Holding AG (“Partners Group Holding”) and an affiliate of Partners Group AG, the principal operating subsidiary of Partners Group Holding. Partners Group Holding is a listed company with major ownership by its employees. The ownership structure is designed to motivate and retain employees.

 

The Portfolio Management Team and other employees of the Adviser are compensated with a fixed annual salary, which is typically supplemented by an annual bonus based on individual and team based performance. Key professionals, including the Portfolio Management Team, are additionally compensated through equity participation in Partners Group Holding.

 

This equity ownership is structured in a manner designed to provide for long-term continuity. Accordingly, the vesting parameters of equity incentives are rather stringent. Any equity or option holder intending to leave the firm has the obligation to render his or her unvested interest back to the company, either in the form of equity shares or options depending upon the extent of ownership interest. As a result, the Adviser believes that members of the Portfolio Management Team have a strong interest to remain with the firm over the long term.

 

 

 

(a)(4) Disclosure of Securities Ownership

 

The following table sets forth the dollar range of equity securities beneficially owned by each member of the Investment Committee of the Adviser indirectly in the Master Fund as of March 31, 2020:

 

Investment

Committee Member

Dollar Range of Fund

Shares Beneficially Owned

Hal Avidano None
Robert M. Collins Over $1,000,000
Scott Essex None
Adam Howarth $50,001-$100,000
Joel Schwartz None
Anthony Shontz None
Todd Bright None
Ron Lamontagne None

 

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

 

Not applicable.

 

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

 

There have been no material changes to the procedures by which the shareholders may recommend nominees to the registrant's board of managers, where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17CFR 229.407), or this Item.

 

ITEM 11. CONTROLS AND PROCEDURES.

 

(a) The registrant's principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the "1940 Act") (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)).

 

(b) There was no change in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.

 

 

 

ITEM 12. DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

 

Not applicable.

 

ITEM 13. EXHIBITS.

 

(a)(1) Code of ethics, or any amendment thereto, that is the subject of disclosure required by Item 2 is attached hereto.

 

(a)(2) Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto.

 

(a)(3) Not applicable.

 

(a)(4) Not applicable.

 

(b) Not applicable.

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

(registrant) Partners Group Private Equity (Master Fund), LLC  
     
By (Signature and Title)* /s/ Robert M. Collins  
  Robert M. Collins, President &  
  Chief Executive Officer  
  (Principal Executive Officer)  
     
Date: June 5, 2020  

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By (Signature and Title)* /s/ Robert M. Collins  
  Robert M. Collins, President &  
  Chief Executive Officer  
  (Principal Executive Officer)  
     
Date: June 5, 2020  
     
By (Signature and Title)* /s/ Justin Rindos  
  Justin Rindos, Chief Financial Officer  
  (Principal Financial Officer)  
     
Date: June 5, 2020  

 

* Print the name and title of each signing officer under his or her signature.

 

 

Partners Group Private Equity (Master Fund), LLC

Partners Group Private Income Opportunities, LLC

 

CODE OF ETHICS FOR PRINCIPAL EXECUTIVE

AND SENIOR FINANCIAL OFFICERS

 

I.Covered Officers/Purpose of the Code

 

This Code of Ethics for Principal Executive and Senior Financial Officers (the “Code”) for Partners Group Private Equity(Master Fund), LLC and Partners Group Private Income Opportunities, LLC (collectively, the “Funds" and each, a “Fund”) applies to the Funds’ Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer, if any (the “Covered Officers”) for the purpose of promoting:

 

honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
full, fair, accurate, timely and understandable disclosure in reports and documents that a Fund files with, or submits to, the Securities and Exchange commission (“SEC”), and in other public communications made by a Fund;
compliance with applicable laws and governmental rules and regulations;
the prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and
accountability for adherence to the Code.

 

Each Covered Officer shall adhere to a high standard of business ethics and shall be sensitive to situations that may give rise to actual or apparent conflicts of interest.

 

II.Administration of the Code

 

Administration. The administration of the Code shall be supervised by the Funds' Chief Compliance Officer (the "Chief Compliance Officer").

 

Any waivers sought by the Covered Officer must be approved by the respective Fund's Audit Committee (collectively, the “Audit Committee”).

 

III.Managing Conflicts of Interest

 

Overview. A “conflict of interest” occurs when a Covered Officer’s private interest interferes with the interests of, or his/her service to, a Fund. For example, a conflict of interest would arise if a Covered Officer, or a family member, receives improper personal benefits as a result of the Covered Officer’s position with a Fund.

 

Page 1 of 6 

 

Certain conflicts of interest arise out of the relationships between Covered Officers and a Fund and already are subject to conflict of interest provisions in the Investment Company Act of 1940, as amended (the “1940 Act”), and the Investment Advisers Act of 1940, as amended (the “Advisers Act”). For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with a Fund because of their status as “affiliated persons” of the Fund. The Funds’ and Partners Group (USA) Inc.’s (the “Adviser”), the Funds’ investment adviser, compliance programs and procedures are designed to prevent, or identify and correct, violations of those provisions. This Code does not, and is not intended to, repeat or replace those programs and procedures, and such conflicts fall outside of the parameters of this Code.

 

Although typically not presenting an opportunity for improper personal benefit, conflicts may arise from, or as a result of, the contractual relationship between a Fund and the Adviser, administrator, principal underwriter, pricing and bookkeeping agent and/or transfer agent (each, a “Service Provider”) of which the Covered Officers may also be officers or employees. As a result, this Code recognizes that the Covered Officers will, in the normal course of their duties (whether formally for a Fund or for a Service Provider, or for both), be involved in establishing policies and implementing decisions that will have different effects on the Service Provider and a Fund. The participation of the Covered Officers in such activities is inherent in the contractual relationship between the Fund and the Service Provider and is consistent with the performance by the Covered Officers of their duties as officers of a Fund. In addition, it is recognized by the respective Fund's Board of Managers (collectively, the "Board") that the Covered Officers may also be officers or employees of one or more other investment companies covered by this or other codes.

 

Other conflicts of interest are covered by the Code, even if such conflicts of interest are not subject to provisions of the 1940 Act and the Advisers Act. The following list provides examples of conflicts of interest under the Code, but Covered Officers should keep in mind that these examples are not exhaustive. The overarching principle is that the personal interest of a Covered Officer should not be placed improperly before the interest of a Fund.

 

Each Covered Officer must:

 

not use personal influence or personal relationships improperly to influence investment decisions or financial reporting by a Fund whereby the Covered Officer or an immediate family member would benefit personally to the detriment of a Fund;

 

Page 2 of 6 

 

not cause a Fund to take action, or fail to take action, for the individual personal benefit of the Covered Officer or an immediate family member rather than the benefit of the Fund;1
not use material non-public knowledge of portfolio transactions made or contemplated for the Funds to trade personally or cause others to trade personally in contemplation of the market effect of such transactions; and
report at least annually his or her affiliations and other relationships pursuant to the Adviser's parent company's Conflicts of Interest Directive.

 

There are some conflict of interest situations that must be approved by the Chief Compliance Officer. Those situations include, but are not limited to:

 

serve as director on the board of any public or private company, excluding affiliates of Partners Group Holding AG and funds managed by such affiliates;
the receipt during any 12-month period of any gifts in excess of $100 in the aggregate from a third party that does or seeks to do business with the Funds; and
the receipt of any entertainment from any company with which a Fund has current or prospective business dealings, unless such entertainment is business-related, reasonable in cost, appropriate as to time and place, and not so frequent as to raise any question of impropriety.

 

IV.Disclosure and Compliance

 

Each Covered Officer shall:

 

be familiar with the disclosure requirements generally applicable to the Funds;
not knowingly misrepresent, or cause others to misrepresent, facts about any Fund to others, whether within or outside the Fund, including to the Fund’s Managers and auditors, and to governmental regulators and self-regulatory organizations;
to the extent appropriate within his/her area of responsibility, consult with other officers and employees of the Funds and the Adviser with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Funds file with, or submit to, the SEC and in other public communications made by the Funds; and

 

 

1For purposes of this Code, personal trading activity of the Covered Officers shall be monitored in accordance with the Funds' Code of Ethics. Each Covered Officer shall be considered an “Access Person” under such Code. The term “immediate family” shall have the same meaning as provided in such Code.

 

Page 3 of 6 

 

promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations.

 

V.Reporting and Accountability

 

Each Covered Officer must:

 

upon adoption of the Code (or after becoming a Covered Officer), affirm in writing to the Board that he/she has received, read and understands the Code;
annually affirm to the Board compliance with the requirements of the Code;
not retaliate against any other Covered Officer or any employee of the Funds or their affiliated persons for reports of potential violations that are made in good faith;
notify the Chief Compliance Officer promptly if he/she knows of any violation of this Code; and
respond to questionnaires circulated periodically in connection with the preparation of disclosure documents for the Funds.

 

The Chief Compliance Officer or the Adviser's Chief Compliance Officer shall maintain records of all activities related to this Code.

 

The Funds will follow the procedures set forth below in investigating and enforcing this Code:

 

The Chief Compliance Officer will take all appropriate action to investigate any potential violation reported to him/her;
If, after such investigation, the Chief Compliance Officer determines that no violation has occurred, the Chief Compliance Officer will notify the person(s) reporting the potential violation, and the Chief Compliance Officer will report his/her conclusions to the Audit Committee;
Any matter that the Chief Compliance Officer determines may be a violation will be reported to the Audit Committee;
If the Audit Committee determines that a violation has occurred, it will inform and make a recommendation to the Board, which will consider appropriate action, which may include review of, and appropriate modifications to, applicable policies and procedures; notification to the president of the Funds; or a recommendation to sanction or dismiss the Covered Officer;
The Audit Committee will be responsible for granting waivers in its sole discretion; and
Any changes to or waivers of this Code will, to the extent required, be disclosed as provided by SEC rules.

 

Page 4 of 6 

 

The Chief Compliance Officer shall:

 

report to the Audit Committee quarterly any approvals provided in accordance with Section III of this Code; and
report to the Audit Committee quarterly any violations of, or material issues arising under, this Code.

 

VI.Other Policies and Procedures

 

This Code shall be the sole code of ethics adopted by the Funds for the purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to registered investment companies thereunder. Insofar as other polices or procedures of the Funds or the Funds’ Service Providers govern or purport to govern the behavior or activities (including, but not limited to, personal trading activities) of the Covered Officers who are subject to this Code, they are superseded by this Code to the extent that they overlap or conflict with the provisions of this Code. The Funds’ and their investment advisers’ and principal underwriter’s codes of ethics under Rule 17j-1 under the 1940 Act and any policies and procedures of the Service Providers are separate requirements applicable to the Covered Officers and are not part of this Code.

 

VII.Amendments

 

All material amendments to this Code must be approved or ratified by the Board, including a majority of Independent Managers.

 

VIII.Confidentiality

 

All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly.

 

IX.Internal Use

 

The Code is intended solely for the internal use by the Funds and does not constitute an admission, by or on behalf of any Fund, as to any fact, circumstance, or legal conclusion.

 

As amended through January 6, 2019

 

Page 5 of 6 

 

CODE OF ETHICS FOR PRINCIPAL EXECUTIVE

AND SENIOR FINANCIAL OFFICERS

 

I HEREBY CERTIFY THAT:

 

(1) I have read and I understand the Code of Ethics for Principal Executive and Senior Financial Officers (the "Code") adopted by Partners Group Private Equity (Master Fund), LLC and Partners Group Private Income Opportunities, LLC;

 

(2) I recognize that I am subject to the Code;

 

(3) I have complied with the requirements of the Code during the calendar year ending December 31, 20__; and

 

(4) I have reported all violations of the Code required to be reported pursuant to the requirements of the Code during the calendar year ending December 31, 20__.

 

Set forth below are exceptions to items (3) and (4), if any:

 

     
     
     

 

 

Name:    
Date:    

 

Page 6 of 6 

 

CERTIFICATION PURSUANT TO RULE 30A-2(A) UNDER THE 1940 ACT AND SECTION 302 OF

THE SARBANES-OXLEY ACT

 

I, Robert M. Collins, certify that:

 

1. I have reviewed this report on Form N-CSR of Partners Group Private Equity (Master Fund), LLC;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

 

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

 

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

 

5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

Date: June 5, 2020   /s/ Robert M. Collins  
     

Robert M. Collins, President

& Chief Executive Officer

 
      (Principal Executive Officer)  

 

 

 

CERTIFICATION PURSUANT TO RULE 30A-2(A) UNDER THE 1940 ACT AND SECTION 302 OF

THE SARBANES-OXLEY ACT

 

I, Justin Rindos, certify that:

 

1. I have reviewed this report on Form N-CSR of Partners Group Private Equity (Master Fund), LLC;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

 

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

 

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

 

5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

Date: June 5, 2020   /s/ Justin Rindos  
      Justin Rindos, Chief Financial Officer  
      (Principal Financial Officer)  

 



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