N-Q 1 fp0013364_nq.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS
OF REGISTERED MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number 811-22241

Partners Group Private Equity (Master Fund), LLC
(Exact name of registrant as specified in charter)

1114 Avenue of the Americas, 37th Floor
New York, NY 10036
(Address of principal executive offices) (Zip code)

Robert 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: December 31, 2014

Form N-Q is to be used by management investment companies, other than small business investment companies registered on Form N-5 (ss.ss. 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than 60 days after the close of the first and third fiscal quarters, pursuant to rule 30b1-5 under the Investment Company Act of 1940 (17 CFR 270.30b1-5). The Commission may use the information provided on Form N-Q in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-Q, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-Q 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 the 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. ss. 3507.


ITEM 1. SCHEDULE OF INVESTMENTS.

The Schedule(s) of Investments is attached herewith.
 
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Consolidated Schedule of Investments - December 31, 2014 (Unaudited)
 
INVESTMENT PORTFOLIO AS A PERCENTAGE OF TOTAL MEMBERS' EQUITY
Percentages as a percentage of total investments are as follows:

 
Private Equity Investments (82.94%)
       
Direct Investments * (44.65%)
       
Direct Equity (28.23%)
Investment Type
Geographic Region b
 
Fair Value **
 
ACP Viking Co-Investment, LLC a, c
Member interest
North America
 
$
3,188,212
 
Action Holding BV a
Common equity
Western Europe
   
390,905
 
Apollo Overseas Co-Investors (MHE), L.P. a
Limited partnership interest
North America
   
5,246,544
 
Astorg Co-Invest Kerneos, FCPI a, c
Common equity
Western Europe
   
9,515,041
 
ATX Networks Holdings, LLC a, c
Member interest
North America
   
122,881
 
Aurora Products Group, LLC a
Member interest
North America
   
345,796
 
CapitalSpring Finance Company a, c
Common equity
North America
   
587,725
 
Carlyle Retail Turkey Partners, L.P. a, c
Limited partnership interest
South America
   
7,087,664
 
CCM Pharma Debtco Limited a
Common equity
Western Europe
   
1,458,230
 
CD&R Univar Co-Investor, L.P. a, c
Limited partnership interest
North America
   
2,552,703
 
Centauro Co-Investment Fund, L.P. a, c
Limited partnership interest
South America
   
7,331,363
 
CT Holdings (International) Limited a
Common equity
Asia - Pacific
   
2,279,317
 
DLJSAP BookCO, LLC a, c
Member interest
South America
   
717,078
 
EQT Marvin Co-Investment, L.P. a, c
Limited partnership interest
Western Europe
   
2,087,166
 
Eurodrip Co-Investment Fund I, L.P. a, c
Limited partnership interest
Western Europe
   
10,665,495
 
Faster S.p.A. a, c
Common equity
Western Europe
   
16,691,921
 
Fermo Limited a, c
Common equity
Asia - Pacific
   
5,938,294
 
Fermo Limited a, c
Preferred equity
Asia - Pacific
   
2,823,605
 
Gemini Global Holdings Investors, LLC a, c
Member interest
North America
   
4,716,785
 
Genoa Holding Company, Inc. a, c
Common equity
North America
   
10,139,773
 
Globetrotter Investment & Co S.C.A. a, c
Common equity
Western Europe
   
1,920,437
 
Globetrotter Investment & Co S.C.A. a
Preferred equity
Western Europe
   
8,618,485
 
GTS II Cayman Corporation a, c
Common equity
South America
   
3,098,354
 
Hercules Achievement Holdings, Inc. /Hercules
VB Holdings, Inc. a, c
Common equity
North America
   
10,998,973
 
Hogan S.ar.l a, c
Common equity
Western Europe
   
1
 
Hogan S.ar.l a, c
Preferred equity
Western Europe
   
1,068,500
 
Kahuna Holdco Pty Limited  a
Common equity
Asia - Pacific
   
879,043
 
KKBS Group Holdings, LLC a, c
Member interest
North America
   
1
 
KKBS Holdings, LLC a, c
Member interest
North America
   
1
 
KKR Matterhorn Co-Invest, L.P. a, c
Limited partnership interest
Western Europe
   
13,407,035
 
KLFS Holdings, L.P. a, c
Limited partnership interest
North America
   
2,822,000
 
Learning Care Group (US), Inc. a, c
Warrants
North America
   
8,179
 
Mauritius (Luxembourg) Investments S.ar.l. a, c
Common equity
Western Europe
   
1,971,579
 
MPH Acquisition Holdco, L.P. a, c
Limited partnership interest
North America
   
31,327,360
 
MPH Acquisition Holdings, LLC a
Member interest
North America
   
1
 
NDES Holdings, LLC a, c
Member interest
North America
   
2,867,094
 
NTS Holding Corporation, Inc. a, c
Common equity
North America
   
3,578,123
 
Peer I S.A. a, c
Common equity
Western Europe
   
17,536,323
 
Peer I S.A. a
Preferred equity
Western Europe
   
2,475,458
 
QoL meds Holding Company, LLC a, c
Member interest
North America
   
13,168,537
 
R&R Co-Invest FCPR a, c
Common equity
Western Europe
   
15,719,068
 
Sabre Industries, Inc. a, c
Common equity
North America
   
962,601
 
S-Evergreen Holding Corp. a, c
Common equity
North America
   
451,585
 
Silver Lake Sumeru Marlin Co-Invest Fund, L.P. a, c
Limited partnership interest
North America
   
2,700,001
 
Snack Parent Corporation a, c
Preferred equity
North America
   
96,099
 
SPH GRD Acquisition Partners, LLC a, c
Member interest
North America
   
13,171,321
 
Spring Topco, Ltd. a, c
Common equity
North America
   
367,501
 
Strategic Partners, Inc. a
Common equity
North America
   
5,374,437
 
Surgery Center Holdings, Inc. a
Warrants
North America
   
95,799
 
Svensk Utbildning Intressenter Holding AB a, c
Common equity
Western Europe
   
297,024
 
Swissport II Co-Invest FCPR a, c
Common equity
Western Europe
   
6,273,317
 
THL Equity Fund VI Investors (BKFS), L.P. a, c
Limited partnership interest
North America
   
14,627,158
 
Valhalla Co-Invest, L.P. a
Limited partnership interest
Western Europe
   
2,180,523
 
Velocity Holdings L.P. a, c
Limited partnership interest
North America
   
1,911,120
 
Velocity Technologies Solutions, Inc. a, c
Common equity
North America
   
11,192,880
 
Virtuoso Lux I SarL a, c
Common equity
Western Europe
   
6,099,381
 
Virtuoso Lux I SarL a, c
Shareholder loan
Western Europe
   
15,031,291
 
WP Mustang Co-Invest-C L.P. a, c
Limited partnership interest
North America
   
8,625,000
 
         
314,808,088
 
 

Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Consolidated Schedule of Investments - December 31, 2014 (Unaudited) (Continued)
 
Private Equity Investments (continued) 
           
Direct Investments (continued) 
         Geographic    
Direct Debt (16.42%)
 
Interest
 
Maturity
Investment Type
Region b
 
Fair Value **
 
Ability Network Inc. a
 
Libor (1.00% floor) + 8.25%
 
5/16/2022
Second Lien
North America
 
$
11,212,500
 
Ability Network Inc. a
 
Libor (1.00% floor) + 5.00%
 
5/16/2021
Senior
North America
   
7,518,469
 
Attendo Care AB a
 
Euribor (1.25% floor) + 7.00% + 3.25% PIK
 
6/28/2019
Mezzanine
Western Europe
   
7,997,903
 
Attendo Care AB a
 
Euribor (1.25% floor) + 10.25% PIK
 
6/28/2019
Senior
Western Europe
   
2,949,088
 
ATX Networks Corp. a
 
12.00% + 2.00% PIK
 
5/12/2016
Mezzanine
North America
   
1,008,086
 
Beauty Holding Two AG a
 
Euribor + 5.50% + 6.00% PIK
 
12/11/2020
Mezzanine
Western Europe
   
8,567,348
 
Biomnis a
 
7.00% + 7.00% PIK
 
9/3/2019
Senior
Western Europe
   
2,710,519
 
Biomnis a
 
6.55% PIK
 
9/3/2019
Senior
Western Europe
   
2,446,053
 
CapitalSpring Finance Company a
 
2.00% + 11.25% PIK
 
10/3/2019
Mezzanine
North America
   
9,870,000
 
CapitalSpring Finance Company a
 
2.00% + 11.25% PIK
 
10/2/2019
Mezzanine
North America
   
7,671,540
 
CDRH Parent, Inc. a
 
Libor (1.00% floor) + 8.00%
 
7/1/2022
Second Lien
North America
   
9,577,500
 
Evergreen ACQC01, L.P. a
   10.25%
 
7/11/2022
Mezzanine
North America
   
6,325,000
 
Global Tel*Link Corporation a
 
Libor (1.25% floor) + 7.75%
 
11/23/2020
Second Lien
North America
   
10,068,250
 
Global Tel*Link Corporation a
 
Libor (1.25% floor) + 3.75%
 
12/14/2017
Senior
North America
   
4,001,644
 
KACC Acquisition, LLC a
 
12.00% + 1.00% PIK
 
6/29/2018
Mezzanine
North America
   
4,362,174
 
Kahuna Bidco Pty Limited a
 
BBSY + 5.00% + 3.50% PIK
 
12/31/2016
Mezzanine
Asia - Pacific
   
4,731,127
 
Learning Care Group (US) No. 2, Inc. a
 
Libor (1.00% floor) + 4.50%
 
5/5/2021
Senior
North America
   
6,185,806
 
Panda Temple Power Intermediate Holdings I, LLC a
 
Libor (0.50% floor) + 13.00% PIK
 
7/27/2020
Mezzanine
North America
   
7,352,847
 
Photonis Technologies S.A.S a
 
Libor (1.00% floor) + 7.50%
 
9/18/2019
Second Lien
Western Europe
   
8,648,640
 
Sabre Industries, Inc. a
 
10.00%
2/22/2019
Mezzanine
North America
   
4,027,570
 
Securitas Direct Holding AB a
 
Euribor + 3.75% + 6.75% PIK
 
9/2/2019
Mezzanine
Western Europe
   
6,927,011
 
Ship Luxco 3 S.a.r.l. a
 
Libor (1.25% floor) + 3.50%
 
11/29/2019
Senior
Western Europe
   
20,074,778
 
Springer Science+Business Media
Deutschland GmbH a
 
Libor (1.00% floor) + 3.75%
 
8/14/2020
Senior
Western Europe
   
9,685,449
 
Sun Products Corporation (The) a
 
Libor (1.25% floor) + 4.25%
 
3/23/2020
Senior
North America
   
12,209,300
 
TrustHouse Services Group a
 
Libor (1.25% floor) + 4.50%
 
4/15/2019
Senior
North America
   
7,060,446
 
                   
183,189,048
 
Total Direct Investments (44.65%)  
            
$
497,997,136
 
 
Secondary Investments* (30.72%)
Geographic
Region b
 
Fair Value
 
3i Europartners Vb, L.P. a
Western Europe
 
$
4,443,323
 
3i Growth Capital B, L.P. a, c
Western Europe
   
1,605,487
 
Abingworth Bioventures V Co-Investment Growth Equity Fund, L.P. a, c
Western Europe
   
682,607
 
Abingworth Bioventures V, L.P. a
Western Europe
   
680,608
 
Advent International GPE VI, L.P. a
Western Europe
   
4,537,834
 
Apax Europe VI - A, L.P. a
Western Europe
   
636,551
 
Apax Europe VII - B, L.P. a
Western Europe
   
629,994
 
Apollo Investment Fund IV, L.P. a, c
North America
   
6,852
 
Apollo Investment Fund VI, L.P. a
North America
   
1,117,200
 
Apollo Investment Fund VII, L.P. a
North America
   
660,248
 
Apollo Overseas Partners (Delaware) VII, L.P. a
North America
   
277,969
 
Ares Corporate Opportunities Fund III, L.P. a
North America
   
314,581
 
Bain Capital Fund X, L.P. a
North America
   
28,329,753
 
Bain Capital X Co-Investment Fund, L.P. a
North America
   
1,057,164
 
Baring Asia Private Equity Fund IV, L.P. a
Asia - Pacific
   
606,036
 
BC European Capital IX, L.P. a
Western Europe
   
3,232,718
 
Blackstone Capital Partners V/F, L.P. a
North America
   
3,548,672
 
Blackstone Capital Partners V-S, L.P. a
North America
   
539,794
 
Candover 2005 Fund, L.P. a
Western Europe
   
1,102,214
 
 

Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Consolidated Schedule of Investments - December 31, 2014 (Unaudited) (Continued)
 
Private Equity Investments (continued)
 Geographic
   
Secondary Investments (continued)
Region b
 
Fair Value
 
Carlyle Europe Partners II, L.P. a
Western Europe
 
$
592,816
 
Carlyle Europe Partners III, L.P. a
Western Europe
   
15,201,468
 
Carlyle Japan International Partners II, L.P. a
Asia - Pacific
   
4,670,531
 
Carlyle Partners IV, L.P. a
North America
   
1,715,955
 
Carlyle Partners V, L.P. a
North America
   
1,257,578
 
Carlyle Partners V/B, L.P. a
North America
   
5,929,139
 
CCP IX LP No. 2 a
Western Europe
   
3,995,328
 
Citigroup Venture Capital International Growth Offshore I, L.P. a
Asia - Pacific
   
48,849
 
Citigroup Venture Capital International Growth Offshore II, L.P. a
Asia - Pacific
   
425,732
 
Citigroup Venture International Growth Partnership II, L.P. a
Asia - Pacific
   
1,277,108
 
Clayton, Dubilier & Rice Fund VII, L.P. a
North America
   
6,732,055
 
Clayton, Dubilier & Rice Fund VIII, L.P. a
North America
   
19,409,403
 
CVC Capital Partners Asia Pacific III, L.P. a
Asia - Pacific
   
3,529,109
 
CVC European Equity Partners Tandem Fund (A), L.P. a
Western Europe
   
431,955
 
CVC European Equity Partners V, L.P. a
Western Europe
   
4,227,691
 
daVinci Japan Real Estate Partners IV, L.P. a, c
Asia - Pacific
   
9,362
 
Duke Street VI US No. 1 Limited Partnership a
Western Europe
   
283,531
 
Fourth Cinven Fund, L.P. a
Western Europe
   
452,653
 
Frazier Healthcare VI, L.P. a
North America
   
1,422,270
 
FS Equity Partners V, L.P. a, c
North America
   
3,786,957
 
Green Equity Investors Side V, L.P. a
North America
   
2,126,665
 
Gryphon Partners 3.5, L.P. a
North America
   
4,056,152
 
Harvest Partners V, L.P. a
North America
   
307,121
 
Hellman & Friedman Capital Partners VI, L.P. a
North America
   
2,607,859
 
Hellman & Friedman Capital Partners VII, L.P. a
North America
   
2,088,847
 
H.I.G. Bayside Debt & LBO Fund II, L.P. a
North America
   
913,718
 
Highstar Capital III Prism Fund, L.P. a
North America
   
1,939,660
 
Investcorp Private Equity 2007 Fund, L.P. a
North America
   
4,312,747
 
Investcorp Technology Partners III (Cayman), L.P. a, c
North America
   
2,650,206
 
Irving Place Capital Investors II, L.P. a
North America
   
24,055
 
Irving Place Capital Partners III, L.P. a
North America
   
949,760
 
KKR European Fund III, L.P. a
Western Europe
   
7,781,453
 
Lightyear Fund II, L.P. a, c
North America
   
6,014,294
 
Madison Dearborn Capital Partners V-A and V-B, L.P. a
North America
   
7,639,690
 
Madison Dearborn Capital Partners VI-C, L.P. a
North America
   
901,440
 
MidOcean Partners III, L.P. a
North America
   
3,062,190
 
Montagu III, L.P. a
Western Europe
   
1,650
 
Oak Investment Partners XII, L.P. a
North America
   
1,942,454
 
PAI Europe V a, c
Western Europe
   
2,322,910
 
Palladium Equity Partners III, L.P. a
North America
   
627,187
 
Pamlico Capital GP I, LLC a, c
North America
   
1
 
Pamlico Capital GP II, LLC a, c
North America
   
110,798
 
Pamlico Capital II, L.P. a, c
North America
   
4,180,286
 
Pamlico Capital Secondary Fund, L.P. a, c
North America
   
4,818
 
Permira Europe I, L.P. 1B a, c
North America
   
48,182
 
Permira Europe II, L.P. a, c
Western Europe
   
196,141
 
Permira Europe III, L.P. a
Western Europe
   
1,678,100
 
Permira IV Continuing, L.P. 1 a
Western Europe
   
17,421,850
 
Providence Equity Partners IV, L.P. a
North America
   
101,994
 
Providence Equity Partners V, L.P. a
North America
   
487,298
 
Providence Equity Partners VI, L.P. a
North America
   
14,128,823
 
Providence Equity Partners VII-A, L.P. a
North America
   
659,637
 
Riverside Europe Fund IV, L.P. a, c
Western Europe
   
2,678,584
 
Silver Lake Partners II, L.P. a
North America
   
821,186
 
Silver Lake Partners III, L.P. a
North America
   
14,807,228
 
Silver Lake Sumeru Fund, L.P. a
North America
   
361,680
 
Sun Capital Partners V, L.P. a
North America
   
24,961,256
 
TCV VI, L.P. a, c
North America
   
1,118,988
 
TCV VII (A), L.P. a, c
North America
   
10,704,461
 
Terra Firma Capital Partners III, L.P. a, c
Western Europe
   
12,629,596
 
Thomas H. Lee Parallel (DT) Fund VI, L.P. a
North America
   
2,384,314
 
Thomas H. Lee Parallel Fund VI, L.P. a
North America
   
2,133,739
 
TPG Partners V, L.P. a
North America
   
8,596,892
 
TPG Partners VI, L.P. a
North America
   
21,578,708
 
Tudor Ventures III, L.P. a, c
North America
   
4,475,535
 
Warburg Pincus Private Equity IX, L.P. a
North America
   
391,329
 
Warburg Pincus Private Equity X, L.P. a
North America
   
14,251,823
 
Total Secondary Investments (30.72%)
   
$
342,592,400
 
 

Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Consolidated Schedule of Investments - December 31, 2014 (Unaudited) (Continued)
 
Private Equity Investments (continued)
 
Primary Investments* (7.57%)
Geographic
Region b
 
Fair Value
 
Advent International GPE VII-B, L.P. a, c
North America
 
$
8,721,055
 
Altra Private Equity Fund II, L.P. a, c
South America
   
1,625,096
 
Apollo Investment Fund VIII, L.P. a, c
North America
   
804,815
 
Ares Corporate Opportunities Fund IV, L.P. a, c
North America
   
5,447,941
 
Avista Capital Partners II, L.P. a
North America
   
1,846,033
 
Avista Capital Partners III, L.P. a
North America
   
7,023,537
 
Baring Asia Private Equity Fund V, L.P. a
Asia - Pacific
   
3,595,735
 
CapVest Equity Partners III B, L.P. a, c
Western Europe
   
626,301
 
Carlyle Europe Partners IV, L.P. a, c
Western Europe
   
247,027
 
Clayton, Dubilier & Rice Fund IX, L.P. a
North America
   
3,920,287
 
Crescent Mezzanine Partners VIB, L.P. a
North America
   
3,314,055
 
CVC Capital Partners VI (A) L.P. a, c
Western Europe
   
540,377
 
EQT VI (No.1) Limited Partnership a, c
Western Europe
   
3,510,105
 
Genstar Capital Partners VI, L.P. a
North America
   
3,204,173
 
Hony Capital Partners V, L.P. a
Asia - Pacific
   
6,159,203
 
KKR North America Fund XI, L.P. a, c
North America
   
6,032,892
 
Kohlberg TE Investors VII, L.P. a
North America
   
3,240,989
 
Nautic Partners VII-A, L.P. a, c
North America
   
1,217,529
 
New Enterprise Associates 14, L.P. a, c
North America
   
3,838,699
 
Pátria - Brazilian Private Equity Fund IV, L.P. a, c
South America
   
2,136,437
 
PennantPark Credit Opportunities Fund, L.P. a
North America
   
11,732,681
 
Silver Lake Partners IV, L.P. a
North America
   
2,925,796
 
Windjammer Senior Equity Fund IV, L.P. a
North America
   
2,656,594
 
Total Primary Investments (7.57%)
   
$
84,367,357
 
           
Total Private Equity Investments (Cost $790,752,988) (82.94%)
   
$
924,956,893
 
 
Short-Term Investments (10.76%)
       
U.S. Government Treasury Obligations (10.76%)
 
Principal
   
Fair Value
 
U.S. Treasury Bill, 0.000%, 01/08/2015 d
   
30,000,000
   
$
30,000,000
 
U.S. Treasury Bill, 0.010%, 01/08/2015 d
   
30,000,000
     
29,999,942
 
U.S. Treasury Bill, 0.000%, 01/29/2015 d
   
30,000,000
     
30,000,000
 
U.S. Treasury Bill, 0.010%, 02/05/2015 d
   
30,000,000
     
29,999,708
 
Total U.S. Government Treasury Obligations (10.76%)
         
$
119,999,650
 
                 
Total Short-Term Investments (Cost $119,999,650) (10.76%)
         
$
119,999,650
 
                 
Total Investments (Cost $910,752,638) (93.70%)
           
1,044,956,543
 
                 
Other Assets in Excess of Liabilities (6.30%)
           
70,264,805
 
                 
Members' Equity (100.00%)
         
$
1,115,221,348
 
 
* Direct private equity 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 involve acquiring single or portfolios of assets on the secondary market.

** The Fair Value of any Direct Investment may not necessarily reflect the current or expected future performance of such Direct Investment or the Fair Value of the Master Fund's interest in such Direct Investment. Furthermore, the Fair Value of any Direct Investment has not been calculated, reviewed, verified or in any way approved by such Direct Investment or its general partner, manager or sponsor (including any of its affiliates). Please see Note 2.b for further detail regarding the valuation policy of the Master Fund.

a Private equity investments are generally issued in private placement transactions and as such are generally restricted as to resale. Total cost and fair value of restricted portfolio funds as of December 31, 2014 was $790,752,988 and $924,956,893, respectively.
b Geographic region is based on where a Direct Investment is headquartered and may be different from where such Investment invests or operates. In the case of Primary and Secondary Investments, georaphic region generally refers to where the majority of the underlying assets are invested.
c Non-income producing.
d Each issue shows the rate of the discount at the time of purchase.
 

The Partners Group Private Equity (Master Fund), LLC (the “Master Fund”) may enter forward foreign currency exchange contracts as a way of managing foreign exchange rate risk. The Master Fund may enter into these contracts for the purchase or sale of a specific foreign currency at a fixed price on a future date as a hedge or cross hedge against either specific transactions or portfolio positions. The objective of the Master Fund’s foreign currency hedging transactions is to reduce the risk that the U.S. Dollar value of the Master Fund’s foreign currency denominated investments will decline in value due to changes in foreign currency exchange rates. All forward foreign currency exchange contracts are “marked-to-market” daily at the applicable translation rates resulting in unrealized gains or losses. Realized gains or losses are recorded at the time the forward foreign currency exchange contract is offset by entering into a closing transaction or by the delivery or receipt of the currency. Risk may arise upon entering into these contracts from the potential inability of counterparties to meet the terms of their contracts and from unanticipated movements in the value of a foreign currency relative to the U.S. Dollar.
 
During the period from April 1, 2014 through December 31, 2014, the Master Fund entered into four short forward foreign currency exchange contracts. The Master Fund had $4,359,587 in net realized gains, and a $4,063,472 change in net unrealized appreciation on forward foreign currency exchange contracts.

At December 31, 2014, the Master Fund had one outstanding short forward foreign currency exchange contract:

   
Contract Amount
     
Settlement Date
Currency
Buy
Sell
Value
Unrealized Appreciation (Depreciation)
Counterparty
January 22, 2015
Euro (€)
$58,838,888
€46,200,000
$55,913,887
$2,925,001
Barclays Capital

Investments held by the Master Fund include direct equity and debt investments in operating companies (“Direct Investments”) and primary and secondary investments in private equity funds (“Private Equity Fund Investments”; Direct Investments and Private Equity Fund Investments, collectively, “Private Equity Investments”).

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

· Level 1 – Quoted prices are available in active markets for identical investments as of the measurement date. The type of investments included in Level 1 include marketable securities that are primarily traded on a securities exchange or over-the-counter. The fair value is determined to be the last sale price on the determination date, or, if no sales occurred on any such day, the mean between the closing bid and ask prices on such day. The Master Fund does not apply a blockage discount to the quoted price for these investments, even in situations where the Master Fund holds a large position and a sale could reasonably impact the quoted price.


· Level 2 – Pricing inputs are other than quoted prices in active markets (i.e. Level 1 pricing) and fair value is determined through the use of models or other valuation methodologies through direct or indirect corroboration with observable market data. Investments which are generally included in this category include corporate notes, convertible notes, warrants and restricted equity securities. The fair value of legally restricted equity securities may be discounted depending on the likely impact of the restrictions on liquidity and adviser’s estimates.

· Level 3 – Pricing inputs are unobservable for the investment and include situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require significant management judgment and/or estimation. Investments that are included in this category generally include equity investments that are privately owned, as well as convertible notes and warrants that are not actively traded. The fair value for investments using Level 3 pricing inputs are based on the adviser’s estimates that consider a combination of various performance measurements including the timing of the transaction, the market in which the company operates, comparable market transactions, company performance and projections and various performance multiples as applied to earnings before interest, taxes, depreciation and amortization or a similar measure of earnings for the latest reporting period and forward earnings, as well as discounted cash flow analysis. The following table presents the Master Fund’s investments at December 31, 2014 measured at fair value. Due to the inherent uncertainty of valuations, estimated values may materially differ from the values that would have been used had a ready market for the securities existed.

Investments
 
Level 1
   
Level 2
   
Level 3
   
Total
 
Direct Investments:
               
Direct Equity Investments
 
$
-
   
$
-
   
$
314,808,088
   
$
314,808,088
 
Direct Debt Investments
   
-
     
-
     
183,189,048
     
183,189,048
 
Total Direct Investments*
 
$
-
   
$
-
   
$
497,997,136
   
$
497,997,136
 
Secondary Investments*
   
-
     
-
     
342,592,400
     
342,592,400
 
Primary Investments*
   
-
     
-
     
84,367,357
     
84,367,357
 
Short-Term Investments
   
119,999,650
     
-
     
-
     
119,999,650
 
Total
 
$
119,999,650
   
$
-
   
$
924,956,893
   
$
1,044,956,543
 

The following is a reconciliation of those investments in which significant unobservable inputs (Level 3) were used in determining value:
 
   
Balance as of April 1, 2014
   
Realized gain/(loss)
   
Net change in unrealized appreciation/ (depreciation)
   
Gross purchases
   
Gross sales
   
Net transfers
in or out
of Level 3**
   
Balance as of December 31, 2014
 
Direct Investments:
                                         
Direct Equity Investments
 
$
242,078,103
   
$
1,886,940
   
$
38,785,044
   
$
47,500,940
   
$
(15,442,939
)
 
$
-
   
$
314,808,088
 
Direct Debt Investments
   
210,660,647
     
1,063,923
     
(8,861,220
)
   
52,557,290
     
(72,231,592
)
   
-
     
183,189,048
 
Total Direct Investments*
 
$
452,738,750
   
$
2,950,863
   
$
29,923,824
   
$
100,058,230
   
$
(87,674,531
)
 
$
-
   
$
497,997,136
 
Secondary Investments*
   
360,274,889
     
240,393
     
(20,366,761
)
   
44,743,472
     
(42,299,593
)
   
-
     
342,592,400
 
Primary Investments*
   
52,073,161
     
-
     
5,036,476
     
30,886,137
     
(3,628,417
)
   
-
     
84,367,357
 
Total
 
$
865,086,800
   
$
3,191,256
   
$
14,593,539
   
$
175,687,839
   
$
(133,602,541
)
 
$
-
   
$
924,956,893
 

The amount of the net change in unrealized appreciation for the period ended December 31, 2014 relating to investments in Level 3 assets still held at December 31, 2014 is $16,926,465, which is included as a component of net change in unrealized appreciation on investments in Private Equity Investments.

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

The Master Fund's valuation procedures (the “Valuation Procedures”) have been approved by the Master Fund's Board of Managers (the “Board”). The Valuation Procedures are implemented by Partners Group (USA) Inc. (the “Adviser”) and the Master Fund's third party administrator, both of which report to the Board. For third-party information, the Master Fund's administrator monitors and reviews the methodologies of the various pricing services employed by the Master Fund. The Adviser employs valuation techniques for Private Equity Investments held by the Master Fund, which include discounted cash flow methods and market comparables. The Adviser has established a committee (the “Valuation Committee”) to oversee the valuation of the Master Fund’s investments pursuant to the Valuation Procedures. The Adviser and one or more of its affiliates may act as investment advisers to clients other than the Master Fund that hold Private Equity Investments held by the Master Fund. In such cases, the Valuation Committee may value such Private Equity Investments in consultation with its affiliates. Valuation determinations by the Adviser and its affiliates for a Private Equity Investment held by other clients may result in different values than those ascribed to the same Private Equity Investment held by the Master Fund. This situation can arise in particular when reconciling fair valuation differences between U.S. GAAP and accounting standards applicable to such other clients.

The following is a summary of quantitative information about significant unobservable valuation inputs approved by the Adviser's Valuation Committee for Level 3 Fair Value Measurements for investments held as of December 31, 2014:

Type of Security
Fair Value at 12/31/2014
Valuation Technique(s)
Unobservable Input
Range (weighted Average)
Direct Investments:
       
Direct Equity Investments
$293,984,070
Market comparable companies
Enterprise Value to EBITDA multiple
4.20 x - 14.32 x (10.22 x)
 
367,501
Discounted cash flow
Discount factor
20.00% - 20.00% (20.00%)
 
2,822,000
Third party valuation
Valuation appraisal
n/a - n/a (n/a)
 
2,279,317
Market comparable companies
Price to earnings ratio
5.00 x - 5.00 x (5.00 x)
 
1,068,501
Market comparable companies
Price to book ratio
1.10 x - 1.10 x (1.10 x)
 
2,700,001
Market comparable companies
Enterprise Value to Sales multiple
2.42 x - 2.42 x (2.42 x)
 
11,586,698
Recent financing
Recent transaction price
n/a - n/a (n/a)
Direct Debt Investments
$76,946,266
Discounted cash flow
Discount factor
10.01% - 15.89% (12.58%)
 
106,242,782
Broker quotes
Bid quotes for an inactive market
n/a

Level 3 Direct Equity Investments valued by using an observable input factor are directly affected by a change in that factor. For Level 3 Direct Debt Investments, the Master Fund arrives at a fair value through the use of an earnings and multiples analysis and a discounted cash flows analysis which consider credit risk and interest risk of the particular investment. Significant increases or decreases in these inputs in isolation would result in a significantly lower or higher fair value measurement.


ITEM 2. 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 were no changes 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 registrant's last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the registrant's internal control over financial reporting.

ITEM 3. EXHIBITS.

Certifications pursuant to Rule 30a-2(a) under the 1940 Act (17 CFR 270.30a-2(a)), for the Principal Executive Officer and Principal Financial Officer, are attached hereto.


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 Collins  
 
Robert Collins, President & Chief Executive Officer
 
 
(Principal Executive Officer)
 
     
Date
March 2, 2015
 

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 Collins  
 
Robert Collins, President & Chief Executive Officer
 
 
(Principal Executive Officer)
 
     
Date
March 2, 2015
 
     
By (Signature and Title)*
/s/ Justin Rindos  
 
Justin Rindos, Chief Financial Officer
 
 
(Principal Financial Officer)
 
     
Date
March 2, 2015
 

* Print the name and title of each signing officer under his or her signature.