N-CSR 1 fp0076591_ncsr.htm

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, 2022

 

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

 

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

 

 

 

ITEM 1. REPORTS TO STOCKHOLDERS.

 

(a) The Report to Shareholders is attached herewith.

 

 

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

 

 

Annual Report

 

For the Year Ended March 31, 2022

 

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, 2022

 

 

   

Report of Independent Registered Public Accounting Firm

1

Management’s Discussion of Fund Performance

2-5

Consolidated Schedule of Investments

6-28

Consolidated Statement of Assets and Liabilities

29

Consolidated Statement of Operations

30

Consolidated Statements of Changes in Net Assets

31

Consolidated Statement of Cash Flows

32

Consolidated Financial Highlights

33-34

Notes to Consolidated Financial Statements

35-50

Fund Expenses

51

Fund Management

52-53

Other Information

54-58

 

 

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, 2022

 

 

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, 2022, the related consolidated statements of operations and cash flows for the year ended March 31, 2022, the consolidated statement of changes in net assets for each of the two years in the period ended March 31, 2022, including the related notes, and the consolidated financial highlights for each of the five years in the period ended March 31, 2022 (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, 2022, 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, 2022 and the financial highlights for each of the five years in the period ended March 31, 2022 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, 2022 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
May 31, 2022

 

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

 

 

Management’s Discussion of Fund Performance (Unaudited)
March 31, 2022

 

 

Dear Members1,

 

Partners Group is pleased to present the Partners Group Private Equity (Master Fund), LLC (the “Fund”) annual report for the fiscal year ended March 31, 2022. The Fund (Class I)2 produced a 18.95% total return for the fiscal year and finished the year with $12.07 billion of net assets. The Fund intends to declare dividends each year equal to all or substantially all of its taxable income. As such, in December 2021 the Fund distributed $0.4785 per share to investors, entirely composed of long-term capital gains.

 

Management commentary

 

During the fiscal year, while the recovery has been strong, challenging economic conditions have persisted or arisen, including COVID-19, inflationary pressures, Russia’s invasion of Ukraine in February, and resulting international tensions in Europe and beyond.

 

In 2021, the financial markets continued to rebound from the COVID-19 pandemic. Outside of hospitality and leisure – sectors to which the Fund has very limited exposure – companies under private equity ownership demonstrated great resilience during the volatile market conditions. This was particularly the case for sectors benefiting from transformative trends, such as digitization, that have been amplified by COVID-19. As a result, company valuations and competition for investments in these sectors increased. In this favorable but competitive environment, the Fund (Class I) posted its strongest calendar-year net investment total return since inception for the calendar year 2021 (+25.2% in Class I).

 

In the first quarter of 2022, economic and political risks have emerged that are making the near-term outlook challenging. The post-pandemic growth momentum appears to be fading. Inflation surged to multi-decade highs in the US and many other advanced countries. Russia’s invasion of Ukraine has created ongoing energy insecurity and supply disruptions, further exacerbating inflationary pressures. China’s zero-Covid policy is depressing its economic activity. Accentuating these economic headwinds, capital markets have priced in sizeable expected interest rate increases by the Federal Reserve and other central banks during 2022 and 2023. As a result, equity and fixed income markets have come under pressure during the last quarter of the fiscal year.

 

2

 

 

Partners Group Private Equity (Master Fund), LLC

 

 

Management’s Discussion of Fund Performance (Unaudited)
March 31, 2022 (continued)

 

 

Although no single investment benchmark exists that is closely comparable to the Fund, the Fund outperformed the MCSI World TR index by 8.9% in the fiscal year ended March 31, 2022 (see below).

 

 

 

Annualized Total Return as of March 31, 20222

 

1 Year

5 Year

10 Year

PGPE Class I NAV Based TR

19.0%

14.1%

12.8%

PGPE Class A NAV Based TR

18.1%

13.3%

n.a.3

PGPE Class A NAV Based TR with Sales Load5

14.0%

12.5%

n.a.3

MSCI World TR4

10.1%

12.4%

10.9%

 

Portfolio positioning

 

The Fund employs a three-pronged “top-down” investment strategy along with a “bottom-up” investment process. First, capital market assumptions are used to guide the long-term strategic asset allocation. Second, the relative attractiveness of available investments determines our tactical asset allocation in the near term. As has been the case since the Fund’s inception, our relative value views may vary across asset class, investment type, geography, or position in the capital structure. Third, thematic sourcing identifies specific opportunities that we expect to benefit from transformative trends, leading to sustainable, above-average growth. We believe that the flexibility afforded by the Fund’s ability to make Direct Investments and primary and secondary Private Equity Fund Investments in a variety of markets, regions and sectors, will continue to help the Fund achieve its investment objectives.

 

3

 

 

Partners Group Private Equity (Master Fund), LLC

 

 

Management’s Discussion of Fund Performance (Unaudited)
March 31, 2022 (continued)

 

 

Private equity

 

The Fund’s largest investment allocation during the fiscal year remained Private Equity Investments. Although all segments of the Fund’s portfolio contributed to the positive performance, the most significant contributor was Private Equity Investments

 

Within Private Equity Investments, Direct Equity remained the largest exposure followed by Primary and Secondary Fund Investments. The main driver of the Fund’s performance in the fiscal year was the sizeable returns from exiting Direct Equity investments in a period of heightened transaction activity. This activity also yielded strong returns for Primary Private Equity Fund Investments. Careful selection of themes, combined with our hands-on work with the Fund’s portfolio companies, has guided the portfolio during the pandemic, resulting in a significant EBITDA growth in 2021.

 

From a sector perspective, the Fund maintained its overweight in healthcare and technology. Infrastructure investments also were made within the Private Equity Investment portfolio, with a similar focus on direct investments in growth areas such as digital infrastructure and energy transition.

 

Direct debt

 

Given the decline in the expected returns on Direct Debt that were observed during 2021, the Fund decreased its allocation to this segment. The Fund also reallocated the remaining portion of Direct Debt into subsegments with a higher return, which helped increase the portfolio return for the fiscal year. However, as benchmark rates are rising and market volatility is increasing, the Direct Debt allocation may increase in 2022.

 

Other investments

 

The Fund continues to make small allocations to other, typically more liquid, investments such as common stocks (primarily listed private equity), and, to a much lesser extent, asset-backed securities. Within the listed private equity portfolio, alternative investments managers were the best performers in 2021, as they benefitted from continued strong fundraising and the attractive exit environment.

 

Looking ahead

 

Over the near term, we expect the Federal Reserve to increase the Fed Funds rate to 2-3% and to reduce the size of its balance sheet (“quantitative tightening”). In our view, these measures should suffice to prevent a severe uptick in inflation expectations. We believe that as rates increase, capital markets volatility will remain and valuations will come under pressure.

 

The core of our investment strategy remains unchanged: we adopt a thematic approach to identify areas of above-average growth and we focus on fundamental operational strength, resilience, and value-creation opportunities in segments of the economy that we believe benefit from transformative trends.

 

If inflation remains elevated, corporate margins may be tested. We believe that pricing power will be key to maintaining profitability in an inflationary environment. Real assets, such as private infrastructure investments, could also provide protection as many of these investments are supported by revenue streams that increase with inflation. Across all asset classes, we intend to take advantage of market dislocations that yield investment opportunities that exhibit discounts and lower entry valuations, including accelerating add-on acquisition strategies for certain current investments.

 

4

 

 

Partners Group Private Equity (Master Fund), LLC

 

 

Management’s Discussion of Fund Performance (Unaudited)
March 31, 2022 (continued)

 

 

In an uncertain market environment, we maintain the conviction that our thematic investing approach and fundamental underwriting discipline mitigates downside risks. We also are prepared to capitalize on market dislocations that could bring opportunities with greater return potential.

 

We appreciate the trust and confidence you have demonstrated in Partners Group by your investment in the Fund. Thank you for your continued support. If you have any additional questions or comments, we invite you to contact your Partners Group representative directly or email the team at DLPGPEOperations@partnersgroup.com.

 

Sincerely,

 

Partners Group (USA) Inc.

 

Note: Data as of March 31, 2022.

 

1.

Terms used but not defined in this letter have the meanings set forth in the Notes to the Fund’s Financial Statements for the fiscal year ended March 31, 2022 hereinafter appearing.

 

2.

Past performance is not indicative of future results. Returns shown do not reflect the deduction of taxes that a shareholder would pay on the Fund’s distributions or the sale of Fund shares. All figures are net of all fees including advisory and incentive fees and fund expenses. Performance reflects expense reimbursements and/or fees waived by the adviser, without which performance would be lower. There is no assurance that similar results will be achieved in the future. Certain statements in this commentary are forward-looking statements. The forward-looking statements and other views expressed herein are those of Fund management as of the date of this letter. Actual future results or occurrences may differ significantly from those anticipated in any forward-looking statements, and there is no guarantee that any predictions will come to pass. The views expressed herein are subject to change at any time, due to numerous market and other factors. The Fund disclaims any obligation to update publicly or revise any forward-looking statements or views expressed herein. There can be no assurance that the Fund will achieve its investment objectives.

 

3.

The inception date of Class A is December 31, 2016.

 

4.

The MSCI World Index captures large and mid cap representation across 23 Developed Markets (DM) countries. With 1,539 constituents, the index covers approximately 85% of the free float-adjusted market capitalization in each country. DM countries include: Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, the UK and the US. The MSCI World Index was launched on Mar 31, 1986. Data prior to the launch date is back-tested data (i.e. calculations of how the index might have performed over that time period had the index existed). There are frequently material differences between back-tested performance and actual results. Past performance — whether actual or back-tested — is no indication or guarantee of future performance. The index is unmanaged and does not include fees. Investors may not invest in the index directly. The index does not serve as a benchmark for the Fund and the index performance is presented for illustrative purposes only.

 

5.

Assumes Maximum Placement Fee for Class A of 3.50%.

 

5

 

 

Partners Group Private Equity (Master Fund), LLC

 

(a Delaware Limited Liability Company)

 

 

Consolidated Schedule of Investments –
March 31, 2022

 

 

INVESTMENT PORTFOLIO AS A PERCENTAGE OF TOTAL NET ASSETS

 

 

Common Stocks (1.54%)
North America (0.85%)

Industry

 

Acquisition
Date

   

Shares

   

Fair
Value

 

American Tower Corp.

Communication

    05/29/20       21,933     $ 5,515,053  

American Water Works Co., Inc.

Utilities

    02/16/16       47,317       7,832,383  

Ares Capital Corp.

Diversified Financial Services

    02/16/16       229,577       5,743,402  

Ares Management Corp.

Diversified Financial Services

    06/28/19       43,580       3,540,003  

Atmos Energy Corp.

Utilities

    02/16/16       77,187       10,198,164  

Blackstone Group, Inc.

Diversified Financial Services

    07/12/19       45,845       5,818,647  

Brookfield Business Partners LP

Diversified Financial Services

    12/16/21       52,964       1,798,828  

Canadian National Railway Co.

Transportation

    05/14/19       58,386       7,827,551  

CMS Energy Corp.

Utilities

    11/01/19       68,163       5,682,442  

Crown Castle International Corp.

Communication

    02/16/16       31,741       5,860,341  

Enbridge, Inc.

Utilities

    02/16/16       55,486       2,556,588  

Equinix Inc

Diversified Financial Services

    07/31/20       5,388       3,995,902  

Fifth Street Finance Corp

Diversified Financial Services

    04/07/21       356,943       2,630,670  

Fortis Inc.

Utilities

    12/18/17       99,204       4,908,510  

Golub Capital BDC Inc

Diversified Financial Services

    02/24/22       142,000       2,158,400  

HarbourVest Global Private Equity

Diversified Financial Services

    12/21/18       82,676       2,840,150  

KKR & Co., Inc.

Diversified Financial Services

    02/16/16       71,534       4,181,878  

Onex Corporation

Diversified Financial Services

    02/16/16       17,576       1,174,017  

Republic Services Inc.

Commercial & Professional Services

    08/28/17       46,358       6,142,435  

Roblox Corp.

Software

    03/29/21       22,445       1,037,857  

TC Energy Corp.

Utilities

    11/01/19       45,416       2,563,481  

Union Pacific Corp.

Transportation

    06/29/16       17,379       4,748,117  

Waste Management Inc

Utilities

    07/02/20       26,716       4,235,555  

Total North America (0.85%)

                      102,990,374  
                           

Western Europe (0.69%)

3i Group Plc

Diversified Financial Services

    10/01/20       175,294       3,202,417  

Aena SA

Transportation

    12/21/18       41,641       6,990,618  

Apax Global Alpha Ltd

Diversified Financial Services

    01/19/21       485,904       1,311,069  

BBGI SICAV S.A.

Diversified Financial Services

    03/21/19       2,696,279       5,376,946  

Bridgepoint Group Ltd

Financial Services

    07/22/21       209,449       967,624  

Cellnex Telecom SA

Communication

    05/15/19       179,250       8,713,674  

EQT AB

Diversified Financial Services

    04/06/20       40,418       1,607,209  

Gimv N.V.

Diversified Financial Services

    02/12/16       31,933       1,935,520  

HBM Healthcare Investments AG

Diversified Financial Services

    04/07/20       4,834       1,444,710  

HgCapital Trust PLC

Diversified Financial Services

    02/12/16       1,230,977       7,056,015  

HICL Infrastructure Co Ltd

Diversified Financial Services

    03/30/16       1,733,870       4,062,168  

ICG Graphite Enterprise Trust PLC

Diversified Financial Services

    02/12/16       119,861       1,785,853  

Intermediate Capital Group PLC

Diversified Financial Services

    12/12/16       98,453       2,313,717  

Investment AB Kinnevik

Diversified Financial Services

    04/06/20       145,117       3,072,629  

Investor AB

Diversified Financial Services

    08/28/17       160,160       3,541,897  

Italgas SpA

Utilities

    05/29/20       239,023       1,555,095  

 

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, 2022 (continued)

 

 

Common Stocks (continued)
Western Europe (continued)

Industry

 

Acquisition
Date

   

Shares

   

Fair
Value

 

National Grid PLC

Utilities

    02/12/16       378,176     $ 5,834,680  

NB Private Equity Partners Ltd

Diversified Financial Services

    11/06/19       137,871       3,003,256  

Orsted AS

Utilities

    06/15/21       8,156       1,037,989  

Pantheon International Participations Plc

Diversified Financial Services

    11/04/19       480,330       1,988,299  

Spotify Technology SA

Software

    03/01/21       2,727       137,150  

Terna Rete Elettrica Nazionale SpA

Utilities

    01/05/18       774,420       6,705,826  

Vinci SA

Transportation

    02/12/16       95,375       8,859,539  

Wendel SA

Diversified Financial Services

    02/12/16       5,438       560,030  

Total Western Europe (0.69%)

                      83,063,930  
                           

Total Common Stocks (Cost $138,564,191)(1.54%)

                    $ 186,054,304  

 

Asset-Backed Securities (0.51%)

Interest

 

Acquisition
Date

   

Maturity
Date

 

Investment
Type

 

Principal

   

Fair
Value

 

North America (0.20%)

ARES LI CLO Ltd. ***, +

6.85% + L^^

    07/26/21       07/15/34  

Series 2019-51A, Class ER

  $ 500,000     $ 504,782  

CIFC Funding 2021-VI Ltd. ***, +

6.25% + L^^

    09/22/21       10/15/34  

Series 2021-6A, Class E

    1,500,000       1,511,169  

Dryden 95 CLO Ltd ***, +

6.15% + L^^

    08/02/21       08/20/34  

Series 2021-95A, Class E

    1,500,000       1,456,496  

Magnetite CLO Ltd ***, +

6.20% + L^^

    10/01/21       10/25/34  

Series 2021-30A, Class E

    1,625,000       1,628,051  

Magnetite XXIV Ltd ***, +

3.05% + SFvv

    02/04/22       04/15/35  

Series 2019-24A, Class DR

    2,600,000       2,621,626  

Magnetite XXIV Ltd ***, +

6.40% + SFvv

    02/04/22       04/15/35  

Series 2019-24A, Class ER

    4,000,000       4,009,972  

Magnetite XXVI Ltd ***, +

5.95% + L^^

    08/02/21       07/25/34  

Series 2020-26A, Class ER

    1,000,000       972,257  

Neuberger Berman CLO XXI Ltd ***, +

3.30% + L^^

    04/02/21       04/20/34  

Series 2016-21A, Class DR2

    500,000       505,405  

Neuberger Berman CLO XXI Ltd ***, +

6.46% + L^^

    04/02/21       04/20/34  

Series 2016-21A, Class ER2

    1,000,000       990,540  

Neuberger Berman Loan Advisers CLO 45 Ltd. ***, +

6.25% + L^^

    10/07/21       10/14/35  

Series 2021-45A, Class E

    1,000,000       1,001,219  

Ocean Trails CLO IX ***, +

7.45% + L^^

    09/22/21       10/15/34  

Series 2020-9A, Class ER

    3,507,264       3,416,847  

Southwick Park CLO LLC ***, +

6.25% + L^^

    11/16/21       07/20/32  

Series 2019-4A, Class ER

    1,800,000       1,760,770  

Symphony CLO XXV Ltd. ***, +

3.60% + L^^

    03/12/21       04/19/34  

Series 2021-25A, Class D

    1,000,000       1,009,196  

Symphony CLO XXV Ltd. ***, +

6.50% + L^^

    03/12/21       04/19/34  

Series 2021-25A, Class E

    500,000       500,928  

Tallman Park CLO Ltd ***, +

6.35% + L^^

    04/09/21       04/20/34  

Series 2021-1A, Class E

    1,500,000       1,496,971  

Wellman Park CLO Ltd ***, +

6.25% + L^^

    05/10/21       07/15/34  

Series 2021-1A, Class E

    1,000,000       987,573  

Total North America (0.20%)

                                24,373,802  
                                     

Western Europe (0.31%)

Aurium CLO IX DAC ***, +, f

6.70% + E##

    02/23/22       10/28/34  

Series 9A, Class E

    1,750,000       1,907,328  

Aurium CLO V Designated Activity Co. ***, +

3.50% + E##

    03/08/21       04/17/34  

Series 5A, Class DR

    1,000,000       1,089,648  

Aurium CLO V Designated Activity Co. ***, +

6.16% + E##

    03/08/21       04/17/34  

Series 5A, Class ER

    1,500,000       1,611,865  

Aurium CLO VII DAC ***, +

5.86% + E##

    02/04/22       05/15/34  

Series 7A, Class E

    1,521,243       1,610,934  

Avoca CLO XXV DAC ***, +

6.14% + E##

    10/20/21       10/15/34  

Series 25A, Class E

    1,600,000       1,706,502  

Avoca CLO XXVI DAC ***, +, f

6.51% + E##

    02/23/22       04/15/35  

Series 26A, Class E

    750,000       822,848  

Avoca CLO XXVI DAC ***, +, f

9.12% + E##

    02/23/22       04/15/35  

Series 26A, Class F

    1,200,000       1,277,320  

Blackrock European CLO VIII DAC ***, +

6.26% + E##

    02/03/22       01/20/36  

Series 8A, Class ER

    2,500,000       2,655,538  

Blackrock European CLO VIII DAC ***, +

3.30% + E##

    02/03/22       01/20/36  

Series 8A, Class DR

    1,000,000       1,088,819  

Boyce Park CLO Ltd ***, +

6.25% + SFvv

    01/28/22       04/21/35  

Series 2022-1A, Class E

    2,625,000       2,625,127  

Boyce Park CLO Ltd ***, +

3.10% + SFvv

    01/28/22       04/21/35  

Series 2022-1A, Class D

    2,500,000       2,518,051  

Carlyle Euro CLO 2021-1 DAC ***, +

6.12% + E##

    05/01/21       04/15/34  

Series 2021-1A, Class D

    333,000       349,444  

 

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, 2022 (continued)

 

 

Asset-Backed Securities (continued)

Interest

 

Acquisition
Date

   

Maturity
Date

 

Investment
Type

 

Principal

   

Fair
Value

 

Western Europe (0.31%) (continued)

Carlyle Euro CLO 2021-2 DAC ***, +

6.25% + E##

    09/27/21       10/15/35  

Series 2021-2A, Class D

  $ 3,000,000     $ 3,257,093  

Carlyle Global Market Strategies 2015-1 Ltd ***, +

0.00%

    01/20/22       01/16/33  

Series 2015-1A, Class SUB

    3,000,000       1,591,779  

Carlyle Global Market Strategies 2015-1 Ltd ***, +

5.50% + E##

    01/20/22       01/16/33  

Series 2015-1A, Class DR

    1,502,063       1,553,110  

Carysfort Park CLO ***, +

6.14% + E##

    03/12/21       07/28/34  

Series 2021-1A, Class D

    500,000       528,349  

Elm Park CLO ***, +

6.16% + E##

    03/26/21       04/15/34  

Series 1A, Class DRR

    666,000       697,269  

Elm Park CLO ***, +

3.50% + E##

    03/26/21       04/15/34  

Series 1A, Class CRR

    1,000,000       1,086,001  

Madison Park EUR Funding XVI DAC ***, +

6.02% + E##

    04/15/21       05/25/34  

Series 16A, Class E

    1,406,000       1,483,599  

Otranto Park CLO ***, +

7.05% + E##

    03/04/22       05/15/35  

Series 1A, Class E

    1,172,000       1,264,331  

Otranto Park CLO ***, +

4.15% + E##

    03/04/22       05/15/35  

Series 1A, Class D

    750,000       834,109  

Palmer Square European Loan Funding 2021-1 DAC ***, +

5.95% + E##

    08/02/21       04/15/31  

Series 2021-1A, Class E

    714,000       791,043  

Palmer Square European Loan Funding 2021-2 DAC ***, +

8.05% + E##

    10/15/21       07/15/31  

Series 2021-2A, Class F

    375,000       407,613  

Palmer Square European Loan Funding 2021-2 DAC ***, +

5.90% + E##

    10/15/21       07/15/31  

Series 2021-2A, Class E

    625,000       687,210  

Palmer Square European Loan Funding 2022-1 DAC ***, +, f

7.37% + E##

    03/17/22       10/15/31  

Series 2022-2A, Class E

    1,500,000       1,618,171  

Palmer Square European Loan Funding 2022-1 DAC ***, +

5.90% + E##

    02/03/22       10/15/31  

Series 2022-1A, Class E

    667,000       706,944  

Palmer Square European Loan Funding 2022-1 DAC ***, +

8.05% + E##

    02/03/22       10/15/31  

Series 2022-1A, Class F

    500,000       527,332  

Voya Euro CLO V DAC ***, +

5.81% + E##

    08/06/21       04/15/35  

Series 5A, Class E

    417,000       446,098  

Total Western Europe (0.31%)

                              36,743,475  
                                     

Total Asset-Backed Securities (Cost $62,959,837)(0.51%)

            $ 61,117,277  

 

Private Equity Investments (87.97%)
Direct Investments * (63.73%)

Direct Equity (55.61%)

Investment Type

 

Acquisition
Date

   

Shares

   

Fair
Value
**

 

Asia - Pacific (5.95%)

AAVAS Financiers Limited +, a, e

Common equity

    06/23/16       3,891,752     $ 119,014,356  

Argan Mauritius Limited +, a, e

Common equity

    05/09/16       106,215       24,805,494  

Continuity CNC Capital Ltd. +, a, c

Member interest

    03/03/18             15,370,746  

Continuity CNC Capital Ltd. +, a

Common equity

    03/03/18       102,112       25,879,572  

Huntress Co-Investment L.P., 1 +, a, b, c, e

Limited partnership interest

    04/08/16             50,389,883  

KKR Pebble Co-Invest L.P. +, a, c, e

Limited partnership interest

    05/13/21             19,620,041  

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

Limited partnership interest

    11/04/15             6,242,248  

Murra Warra Asset Hold Trust +, a, b, e

Common equity

    09/10/18       13,186,543       21,951,762  

Murra Warra II Asset Hold Trust +, a, b, e

Common equity

    07/30/20       5,402,025       14,636,008  

Murra Warra II Project Hold Trust +, a, b, e

Common equity

    07/30/20       10       3,659,002  

Murra Warra Project Hold Trust +, a, b, e

Common equity

    09/10/18       429,366       5,487,942  

Partners Terra Pte. Ltd. +, a, b, e

Common equity

    05/14/21       1,787,445       1,739,362  

PG Esmeralda Pte. Ltd. +, a, b

Common equity

    03/03/21       5,433,284       7,000,686  

PG Esmeralda Pte. Ltd. +, a, b

Preferred equity

    03/03/21       488,996       63,006,224  

Touchstone Co-Investment, L.P. +, a, c, e

Limited partnership interest

    12/30/16             3,208,253  

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

Limited partnership interest

    01/10/19             23,887,194  

Zenith Longitude Limited +, a, b, e

Common equity

    08/13/21       6,682,671       312,293,782  

Total Asia - Pacific (5.95%)

                      718,192,555  

 

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, 2022 (continued)

 

 

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

Direct Equity (continued)

Investment Type

 

Acquisition
Date

   

Shares

   

Fair
Value
**

 

North America (26.76%)

Alliant Insurance Services, Inc. +, a, c

Limited partnership interest

    12/01/21           $ 24,094,821  

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

Limited partnership interest

    05/02/16             11,875,394  

Astorg VII Co-Invest ERT +, a, c

Limited partnership interest

    04/28/21             70,852,845  

BCPE Hercules Holdings, LP +, a, c

Limited partnership interest

    07/30/18             54,262,266  

BI Gen Holdings, Inc. +, a

Common equity

    05/09/18       14,561       309,582  

Burger Bossco Holdings, Inc. +, a

Preferred equity

    12/31/20       300       1  

Burger Bossco Holdings, Inc. +, a

Common equity

    12/31/20       145       3  

CapitalSpring Finance Company, LLC +, a

Common equity

    10/03/14       3,020,546       4,304,708  

CB Poly Holdings, LLC +, a, e

Preferred equity

    08/16/16       171,270       36,156,953  

CB Titan MidCo Holdings, Inc. +, a

Common equity

    05/01/17       56,634       10,521  

CBI Parent, L.P. +, a, b

Common equity

    01/06/21       1,145,918       105,132,373  

CD&R Mercury Co-Investor, L.P. +, a, c, e

Limited partnership interest

    10/14/20             166,765,078  

Confluent Health, LLC +, a, b, e

Common equity

    05/30/19       27,246       69,586,969  

ConvergeOne Investment L.P. +, a

Common equity

    07/03/19       3,120       3,353,810  

Cure Holdings, LLC +, a

Common equity

    05/13/21       241,557       6,322,360  

DIF VI Co-Invest Project 2C C.V. +, a, c

Limited partnership interest

    03/15/22             43,783,284  

ECP Parent, LLC +, a, b

Common equity

    02/18/20       105,520,023       166,994,406  

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

Limited partnership interest

    11/28/16             14,978,915  

EnfraGen LLC +, a, b, e

Common equity

    09/17/19       37,786       58,429,298  

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

Limited partnership interest

    03/09/20             115,009,391  

EQT IX Co-Investment (F) SCSp +, a, c, e

Limited partnership interest

    11/15/21             111,595,444  

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

Limited partnership interest

    01/28/19             136,823,345  

EXW Coinvest L.P. +, a, c

Limited partnership interest

    06/22/16             20,684,142  

Halo Parent Newco, LLC +, a

Preferred equity

    02/22/22       1,109       14,134,627  

Healthgrades, Inc. +, a

Common equity

    01/04/19       1,616       195,008  

Icebox Holdco I Inc +, a, c

Member interest

    12/22/21             62,801,819  

Icebox Parent LP +, a, b, c

Limited partnership interest

    12/22/21             127,590,920  

Idera Parent LP +, a, b, c, e

Limited partnership interest

    03/02/21             248,243,835  

KDOR Merger Sub Inc. +, a

Common equity

    05/11/18       481       1  

KENE Holdings, L.P. +, a, c

Limited partnership interest

    08/08/19             305,405  

KKR Cavalry Co-Invest Blocker Parent LP +, a, c

Limited partnership interest

    03/24/22             47,583,000  

KKR Enterprise Co-Invest AIV A L.P. +, a, c, e

Limited partnership interest

    07/31/20             1,331,239  

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

Common equity

    10/09/18       9,684        

KPSKY Holdings L.P. +, a, b, e

Common equity

    10/19/21       61,566       64,375,872  

KSLB Holdings, LLC +, a

Common equity

    07/30/18       252,000       76,123  

LTF Holdings, Inc. +, a, e

Common equity

    01/06/20       3,464,630       47,889,856  

Matterhorn Topco, L.P. +, a

Common equity

    05/19/21       88,040       9,098,511  

MHS Acquisition Holdings, LLC +, a, b

Common equity

    03/10/17       342       421,846  

MHS Acquisition Holdings, LLC +, a, b

Preferred equity

    03/10/17       33,900       229,133  

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

Limited partnership interest

    03/10/17             50,333,181  

Milestone Investment Holdings, LLC +, a, e

Common equity

    09/23/21       22,293,150       25,795,781  

NC Ocala Co-Invest Alpha, L.P. +, a, c

Limited partnership interest

    11/24/21             63,702,253  

NDES Holdings, LLC +, a

Preferred equity

    09/19/11       500,000       4,802,940  

NTS Holding Corporation, Inc. +, a

Common equity

    11/21/13       2,740       2,581,366  

NTS Holding Corporation, Inc. +, a

Preferred equity

    04/21/17       70       473,334  

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

Limited partnership interest

    01/31/18             37,604,433  

OMNIA Coinvest LP +, a, c, e

Limited partnership interest

    10/23/20             20,672,953  

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

Limited partnership interest

    11/29/17             174,527,006  

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

Limited partnership interest

    04/25/19             65,989,530  

Orion Opportunity LP +, a, c, e

Limited partnership interest

    09/01/21             40,557,973  

Patriot SPV, L.P. +, a, c

Limited partnership interest

    03/18/21             47,338,975  

 

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, 2022 (continued)

 

 

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

Direct Equity (continued)

Investment Type

 

Acquisition
Date

   

Shares

   

Fair
Value
**

 

North America (26.76%) (continued)

PG BRPC Investment, LLC +, a, b, e

Common equity

    08/01/19       32,079     $ 74,128,478  

PG Delta HoldCo, LLC +, a, b, e

Common equity

    06/24/21       19,537       22,911,377  

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

Limited partnership interest

    06/07/16             9,862,109  

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

Limited partnership interest

    03/14/18             12,115,451  

Shermco Intermediate Holdings, Inc. +, a, e

Common equity

    06/05/18       11,525       1,425,459  

Shingle Coinvest LP +, a, c, e

Limited partnership interest

    05/29/18             175,981,497  

SIH RP HoldCo LP +, a, e

Common equity

    09/10/19       5,995,126       75,933,123  

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

Limited partnership interest

    05/14/12             64,833  

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

Limited partnership interest

    08/18/17             35,526,965  

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

Member interest

    05/23/18             19,278,762  

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

Common equity

    05/23/18       12       51,189,709  

Specialty Pharma Holdings LP +, a, b, c

Limited partnership interest

    04/01/21             109,536,317  

Stonepeak Tiger (Co-Invest) Holdings (I-B) L.P. +, a, c, e

Limited partnership interest

    08/17/21             38,883,353  

T-VIII Mercury Co-Invest LP +, a, c, e

Limited partnership interest

    07/29/21             5,096,744  

Thermostat Purchaser, L.P. +, a, b, c

Limited partnership interest

    08/31/21             72,743,417  

TKC Topco LLC +, a

Common equity

    10/14/16       4,632,829       5,952,352  

VEEF II Co-Invest 2-A, L.P. +, a, c

Limited partnership interest

    03/15/22             3,546,000  

VEPF VII Co-Invest 2-A, LP +, a, c, e

Limited partnership interest

    04/06/21             79,587,138  

WHCG Purchaser, LP +, a, b, c

Limited partnership interest

    06/22/21             55,125,583  

Woof Parent L.P. +, a

Common equity

    12/21/20       1,441       1,666,331  

Total North America (26.76%)

                      3,230,537,827  
                           

Rest of World (1.57%)

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

Limited partnership interest

    07/11/13             5,068,938  

Zabka Polska SA +, a, e

Preferred equity

    09/25/19       120,777,003       3,089,395  

Zabka Polska SA +, a, e

Common equity

    09/25/19       2,551,723       181,159,128  

Total Rest of World (1.57%)

                      189,317,461  
                           

South America (0.08%)

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

Limited partnership interest

    11/28/13             9,372,894  

Total South America (0.08%)

                      9,372,894  
                           

Western Europe (21.25%)

Ark EquityCo SAS +, a, c

Limited partnership interest

    02/21/22             11,781,831  

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

Limited partnership interest

    11/28/19             4,224,534  

Aston Lux Acquisitions S.à.r.l +, a

Common equity

    01/11/21       218,625       289,434  

Bock Capital JVCo Nature S.à r.l. +, a, b

Common equity

    07/01/21       12,590,000,000       191,870,309  

Camelia Investment 1 Limited +, a, b

Preferred equity

    10/12/17       6,768,617,529       136,533,605  

Camelia Investment 1 Limited +, a, b

Common equity

    10/12/17       86,516       47,048,544  

Capri Acquisitions Topco Limited +, a, e

Common equity

    11/01/17       8,345,985       139,878,728  

CD&R Market Co-Investor, L.P. +, a, c, e

Limited partnership interest

    11/10/21             81,462,311  

Ceramtec Co-Investment (1) LP +, a, c

Limited partnership interest

    02/20/18             46,633,783  

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

Common equity

    09/15/17       12,263,242       74,862,341  

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

Preferred equity

    09/15/17       23,249,522       28,716,975  

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

Limited partnership interest

    11/30/18             112,788,690  

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

Limited partnership interest

    10/01/19             188,034,099  

Fides S.p.A +, a

Common equity

    12/15/16       78,505       954,391  

Frontmatec Holding III ApS +, a, e

Common equity

    09/23/16       248,257,489       34,401,571  

Global Blue Group Holding AG +, a

Common equity

    09/11/20       97,250       534,410  

Global Blue Holding LP +, a, c

Limited partnership interest

    07/31/12             9,155,681  

 

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, 2022 (continued)

 

 

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

Direct Equity (continued)

Investment Type

 

Acquisition
Date

   

Shares

   

Fair
Value
**

 

Western Europe (21.25%) (continued)

Green DC LuxCo Sarl +, a, b, c

Member interest

    01/20/22           $ 8,703,000  

Green DC LuxCo Sarl +, a, b

Common equity

    01/20/22       19,595,288       52,429,640  

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

Limited partnership interest

    11/02/12             2,845,573  

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

Limited partnership interest

    12/18/19             131,776,138  

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

Common equity

    07/31/18       1,481       63,412,407  

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

Member interest

    07/31/18             57,468,459  

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

Common equity

    08/22/19       6,999,953       29,235,446  

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

Member interest

    08/22/19             19,969,973  

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

Preferred equity

    08/22/19       7,865,820       22,025,112  

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

Common equity

    06/26/19       9,789,622       39,893,921  

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

Member interest

    06/26/19             5,827,909  

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

Common equity

    08/22/19       192,000       1  

Luxembourg Investment Company 414 S.à.r.l. +, a, b, c, e

Member interest

    07/02/21             50,990,418  

Luxembourg Investment Company 414 S.à.r.l. +, a, b, e

Common equity

    07/02/21       12,111,360       28,997,713  

Luxembourg Investment Company 430 S.à.r.l. +, a, b, c, e

Member interest

    05/10/21             63,883,495  

Luxembourg Investment Company 430 S.à.r.l. +, a, b, e

Common equity

    05/10/21       50,548,848       14,559,596  

Mauritius (Luxemburg) Investments Sarl +, a

Common equity

    10/19/21       11,698       1  

May Co-Investment S.C.A. +, a, b

Common equity

    11/09/20       1,059,375       52,163,274  

Montagu LuxCo +, a

Common equity

    02/22/22       45,000       50,046,514  

Nerve Co-Invest SCSp +, a, c

Limited partnership interest

    01/27/21             34,473,058  

Orbiter Investments S.à r.l. +, a

Common equity

    12/17/21       5,977,270       98,643,897  

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

Warrants

    12/01/17       486,972       1,530,504  

PG Investment Company 1 S.à r.l. +, a, b

Preferred equity

    10/28/21       19,595,288       93,684,220  

PG Investment Company 1 S.à r.l. +, a, b

Common equity

    10/28/21       12,822,040       6,609,302  

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

Limited partnership interest

    08/22/19             1,824,104  

PG TLP S.à r.l. +, a, b, c

Member interest

    04/14/21             17,015,672  

PG TLP S.à r.l. +, a, b

Common equity

    04/14/21       6,377,426       85,477,339  

PG Wave Limited +, a, b

Common equity

    02/03/22       53,215,581       70,043,185  

Pharmathen GP S.à.r.l. +, a, b

Common equity

    01/20/22       1,103       1  

Pharmathen Topco S.à.r.l. +, a, b

Preferred equity

    01/20/22       98,858,068       111,972,609  

Pharmathen Topco S.à.r.l. +, a, b

Common equity

    01/20/22       79,910       1,404,751  

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

Common equity

    05/23/18       44,442,345       86,652  

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

Preferred equity

    05/23/18       244,659,996       10,885,051  

Polyusus Lux XXIII S.a.r.l +, a, e

Preferred equity

    08/19/21       11,772,986       272,959  

Polyusus Lux XXIII S.a.r.l +, a, e

Common equity

    08/19/21       3,936,244       3  

Real Hero Topco, L.P. +, a, c

Limited partnership interest

    04/01/21             17,376,644  

Root JVCo S.à r.l. +, a, b, c

Member interest

    09/29/20             37,472,410  

Root JVCo S.à r.l. +, a, b

Common equity

    09/29/20       1,969,352       6,172,902  

Root JVCo S.à r.l. +, a, b

Preferred equity

    09/29/20       6,731,408       29,300,994  

S.TOUS, S.L +, a

Common equity

    10/06/15       622       18,762,134  

Stark Perseus Investment +, a

Common equity

    02/26/21       963,052       3,002,075  

Stark Perseus Topco +, a, c, e

Member interest

    02/26/21             12,190,032  

Stark Perseus Topco +, a, e

Common equity

    02/26/21       26,921,454       52,172,792  

Surfaces SLP (SCSp) +, a, b, c

Limited partnership interest

    10/01/20             52,221,892  

Veonet Group +, a, e

Limited partnership interest

    03/09/22              

Total Western Europe (21.25%)

                      2,565,995,009  
                           

Total Direct Equity (55.61%)

                    $ 6,713,415,746  

 

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, 2022 (continued)

 

 

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

Direct Debt (8.12%)

Interest

 

Acquisition
Date

   

Maturity
Date

 

Investment
Type

 

Principal

   

Fair
Value
**

 

Asia - Pacific (0.23%)

Greencross Limited +, a

Cash 5.50% + L (0.75% Floor)^^

    03/22/22       03/23/28  

Senior

  $ 10,417,500     $ 10,157,062  

Healing Quest +, a

PIK 14.50%

    01/31/18       01/31/23  

Mezzanine

    9,540,756       9,555,294  

Snacking Investments BidCo Pty Limited +, a

Cash 4.00% + L (1.00% Floor)^

    01/15/20       12/18/26  

Senior

    1,274,000       1,259,668  

Stiphout Finance, LLC +, a

Cash 3.00% + L (1.00% Floor)^

    10/30/15       10/26/22  

Senior

    4,718,178       4,703,466  

Voyage Australia Pty Ltd +, a

Cash 3.50% + L (0.50% Floor)^^

    07/23/21       06/18/28  

Senior

    1,691,500       1,678,814  

Total Asia - Pacific (0.23%)

                                27,354,304  
                                     

North America (5.20%)

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

Cash 3.75% + L^

    11/13/18       10/01/25  

Senior

    1,451,250       1,269,844  

Acrisure LLC +, a

Cash 3.75% + L (0.50% Floor)^^

    08/18/21       02/13/27  

Senior

    2,189,000       2,176,698  

Acrisure LLC +, a

Cash 3.50% + L^^

    03/27/20       02/15/27  

Senior

    1,867,924       1,845,360  

Acrisure LLC +, a

Cash 4.25% + L (0.50% Floor)^^

    12/08/21       02/15/27  

Senior

    997,500       995,011  

ADMI Corp. +, a

Cash 3.50% + L (0.50% Floor)^

    07/14/21       12/23/27  

Senior

    1,393,000       1,379,070  

AI Alpine AT BidCo GmBH +, a

Cash 3.00% + E###

    11/30/18       10/31/25  

Senior

    1,415,436       1,360,250  

Air Medical Group Holdings, Inc. +, a

Cash 4.75% + L (1.00% Floor)^^

    02/25/21       10/02/25  

Senior

    987,500       982,256  

AIT Buyer, LLC +, a

Cash 7.75% + L (0.75% Floor)^^

    04/06/21       03/30/29  

Second Lien

    6,860,000       6,897,044  

AIT Worldwide Logistics, Inc. +, a

Cash 4.75% + L (0.75% Floor)^^

    04/19/21       03/31/28  

Senior

    2,593,500       2,580,545  

Alliant Holdings Intermediate, LLC +, a

Cash 3.25% + L^

    06/03/19       05/09/25  

Senior

    1,264,250       1,252,398  

Alliant Holdings Intermediate, LLC +, a

Cash 3.50% + L (0.50% Floor)^

    12/08/21       11/05/27  

Senior

    1,592,000       1,583,148  

Apex Group Treasury Limited +, a

Cash 3.75% + L (0.50% Floor)^^

    08/27/21       07/27/28  

Senior

    1,691,500       1,679,879  

Apex Group Treasury LLC +, a, f

Cash 3.75% + L (0.50% Floor)^^

    11/09/21       07/27/28  

Senior

    400,000       397,252  

Apex Tool Group +, a

Cash 5.25% + SF (0.50% Floor)vv

    02/22/22       02/08/29  

Senior

    1,000,000       976,250  

Applovin Corporation +, a

Cash 3.25% + L^^

    03/24/21       08/15/25  

Senior

    987,245       983,622  

Applovin Corporation +, a

Cash 3.00% + L (0.50% Floor)^^

    12/08/21       10/25/28  

Senior

    1,396,500       1,387,109  

AQA Acquisition Holding, Inc. +, a

Cash 4.25% + L (0.50% Floor)^^

    03/18/21       03/03/28  

Senior

    1,091,750       1,088,338  

AqGen Island Holdings, Inc +, a

Cash 6.50% + L (0.50% Floor)^^

    08/19/21       08/02/29  

Second Lien

    7,049,750       6,996,877  

athenahealth Group Inc. +, a, e

Cash 3.50% + SF (0.50% Floor)vv

    02/23/22       02/15/29  

Senior

    475,870        

athenahealth Group Inc. +, a, e

Cash 3.50% + SF (0.50% Floor)vv

    02/23/22       02/15/29  

Senior

    2,821,739       2,796,343  

athenahealth Group Inc. +, a, e, f

Cash 3.50% + SF (0.50% Floor)vv

    01/27/22       02/15/29  

Senior

    478,261       (2,391 )

Avantor, Inc. +, a

Cash 2.00% + L (1.00% Floor)^

    12/22/17       11/21/24  

Senior

    2,378,162       2,573,672  

Banff Guarantor Inc. +, a

Cash 5.50% + L (0.50% Floor)^^

    01/31/22       02/27/26  

Second Lien

    1,700,000       1,692,035  

Barracuda Networks, Inc. +, a

Cash 6.75% + L (0.75% Floor)^^

    11/06/20       10/22/28  

Second Lien

    1,000,000       998,750  

Bella Holding Company, LLC +, a

Cash 3.75% + L (0.75% Floor)^

    05/13/21       04/01/28  

Senior

    3,582,000       3,559,612  

BI Gen Holdings, Inc. +, a

Cash 4.25% + L^^

    10/04/18       09/05/25  

Senior

    1,451,250       1,441,875  

BI Gen Holdings, Inc. +, a

Cash 8.13% + L (1.00% Floor)^^

    12/21/20       08/31/26  

Second Lien

    1,950,000       1,950,000  

BK LC Lux SPV S.a.r.l. +, a

Cash 3.75% + L (0.50% Floor)^^^

    07/09/21       04/28/28  

Senior

    1,890,500       1,871,009  

Blackhawk Network Holdings, Inc +, a

Cash 3.00% + L^^

    08/12/19       06/15/25  

Senior

    969,773       953,287  

BlueConic Holding, Inc. +, a

Cash 5.75% + L (0.75% Floor)^^

    01/27/22       01/27/28  

Senior

    18,912,000       18,380,573  

Boxer Parent Company Inc. +, a

Cash 3.75% + L^^

    10/18/18       10/02/25  

Senior

    1,333,093       1,326,495  

Brookfield WEC Holdings, Inc. +, a

Cash 2.75% + L (0.50% Floor)^

    09/12/18       08/01/25  

Senior

    982,339       966,175  

Burger Bossco Intermediate, Inc. +, a

Cash 4.25% + L (1.00% Floor)^

    05/09/17       04/25/24  

Senior

    152,400       136,112  

Burger Bossco Intermediate, Inc. +, a

PIK 10.00% + L (1.00% Floor)^^

    04/25/17       04/25/25  

Second Lien

    313,099       280,560  

BYJU’s Alpha, Inc. +, a

Cash 5.50% + L (0.75% Floor)^^

    01/19/22       11/24/26  

Senior

    2,400,000       2,379,756  

Campaign Monitor (UK) Limited +, a

Cash 7.90% + L (1.00% Floor)^^

    01/01/21       11/06/25  

Second Lien

    183,333       180,620  

 

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, 2022 (continued)

 

 

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

Direct Debt (continued)

Interest

 

Acquisition
Date

   

Maturity
Date

 

Investment
Type

 

Principal

   

Fair
Value
**

 

North America (5.20%) (continued)

Campaign Monitor (UK) Limited +, a

Cash 8.90% + L (1.00% Floor)^^

    01/01/21       11/06/25  

Second Lien

  $ 1,466,667     $ 1,444,960  

CapitalSpring Finance Company, LLC +, a

PIK 5.00%

    03/01/17       02/10/23  

Mezzanine

    3,275,323       3,107,171  

CapitalSpring Finance Company, LLC +, a

Cash 8.00%

    03/01/17       02/10/23  

Mezzanine

    7,167,246       7,167,246  

Carestream Dental Equipment, Inc. +, a

Cash 4.50% + L (0.50% Floor)^^

    11/26/21       09/01/24  

Senior

    1,995,000       1,980,037  

Carestream Dental Equipment, Inc. +, a

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

    11/26/21       09/01/25  

Second Lien

    3,000,000       2,879,700  

Cengage Learning, Inc. +, a

Cash 4.75% + L (1.00% Floor)^^

    08/06/21       07/14/26  

Senior

    1,396,500       1,387,081  

Charter NEX US, Inc. +, a

Cash 4.25% + L (0.75% Floor)^

    05/31/19       12/01/27  

Senior

    1,449,173       1,442,152  

Clydesdale Acquisition Holdings, Inc. +, a, f

Cash 4.25% + SF (0.50% Floor)vv

    03/30/22       04/13/29  

Senior

    1,300,000       1,267,500  

CommScope, Inc. +, a

Cash 3.25% + L^

    04/26/19       04/06/26  

Senior

    975,000       951,844  

ConnectWise, LLC +, a

Cash 3.50% + L (0.50% Floor)^^

    10/06/21       09/29/28  

Senior

    1,695,750       1,685,508  

Conservice Midco, LLC, +, a

Cash 4.25% + L^^

    05/18/20       05/13/27  

Senior

    1,674,500       1,657,403  

Conterra Ultra Broadband Holdings, Inc. +, a

Cash 4.70% + L (1.00% Floor)^

    06/06/19       04/30/26  

Senior

    1,653,270       1,647,417  

ConvergeOne Holdings, Inc. +, a

Cash 5.00% + L^

    03/27/19       04/01/26  

Senior

    2,910,000       2,789,439  

ConvergeOne Holdings, Inc. +, a

Cash 8.50% + L^

    04/15/19       01/04/27  

Second Lien

    31,200,000       30,541,680  

Convergint Tech LLC +, a

Cash 6.75% + L (0.75% Floor)^

    04/12/21       03/30/29  

Second Lien

    1,400,000       1,403,500  

Cornerstone OnDemand, Inc. +, a

Cash 3.75% + L (0.50% Floor)^

    10/22/21       10/16/28  

Senior

    1,200,000       1,188,000  

CQP Holdco LP +, a

Cash 3.75% + L (0.50% Floor)^^

    06/09/21       06/04/28  

Senior

    3,283,500       3,270,415  

Crown Subsea Communications Holding, Inc. +, a

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

    05/05/21       04/27/27  

Senior

    4,487,671       4,480,177  

CSC Holdings, LLC +, a

Cash 2.50% + L^

    08/11/21       04/15/27  

Senior

    3,482,234       3,424,916  

CSC Holdings, LLC +, a

Cash 2.25% + L^

    12/07/18       01/15/26  

Senior

    2,914,862       2,866,126  

DCert Buyer, Inc. +, a

Cash 4.00% + L^

    10/24/19       10/16/26  

Senior

    1,963,703       1,951,430  

Deerfield Dakota Holding, LLC +, a

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

    06/01/20       04/09/27  

Senior

    982,500       978,712  

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       1,987,680  

Delta Topco, Inc. +, a

Cash 3.75% + L (0.75% Floor)^^

    10/07/20       12/01/27  

Senior

    2,084,250       2,054,727  

DexKo Global Inc. +, a

Cash 3.75% + L (0.50% Floor)^^

    10/07/21       09/22/28  

Senior

    256,000       251,414  

DexKo Global Inc. +, a

Cash 3.75% + L (0.50% Floor)^^

    10/07/21       10/04/28  

Senior

    1,344,000       1,319,922  

DG Investment Intermediate Holdings 2, Inc. +, a

Cash 3.75% + L (0.75% Floor)^

    04/23/21       03/31/28  

Senior

    1,290,324       1,277,932  

Diligent Corporation +, a

Cash 6.25% + L (1.00% Floor)^^

    04/29/16       08/04/25  

Senior

    29,067,245       29,441,354  

EAB Global, Inc. +, a

Cash 3.50% + L^^

    08/25/21       06/28/28  

Senior

    2,194,500       2,175,989  

Eagle Parent Corp. +, a, f

Cash 4.25% + SF (0.50% Floor)vv

    03/17/22       04/02/29  

Senior

    3,500,000       3,478,125  

ECI Macola/Max Holding, LLC +, a

Cash 3.75% + L (0.75% Floor)^^

    09/13/21       11/09/27  

Senior

    1,687,186       1,669,791  

Endurance International Group Holdings, Inc. +, a

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

    04/28/21       02/10/28  

Senior

    3,890,250       3,763,817  

Energizer Holdings, Inc. +, a

Cash 2.25% + L (0.50% Floor)^^

    12/16/20       12/22/27  

Senior

    990,000       975,150  

Engineered Machinery Holdings, Inc. +, a

Cash 3.75% + L (0.75% Floor)^^

    08/16/21       05/21/28  

Senior

    1,596,000       1,576,497  

Envision Healthcare Corporation +, a

PIK 6.00% + L (1.00% Floor)^

    04/27/20       10/10/25  

Senior

    41,183,658       27,318,355  

Envision Healthcare Corporation +, a

Cash 3.75% + L^

    10/25/18       10/10/25  

Senior

    3,872,425       2,589,684  

Explorer Holdings, Inc. +, a

Cash 8.00% + L (0.50% Floor)^

    02/04/20       02/04/28  

Second Lien

    25,511,456       25,447,676  

Femur Buyer, Inc. +, a

Cash 4.50% + L^^

    03/26/19       03/05/26  

Senior

    2,917,500       2,640,337  

Filtration Group Corporation +, a

Cash 3.50% + L (0.50% Floor)^^

    11/01/21       10/21/28  

Senior

    2,094,750       2,075,772  

 

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, 2022 (continued)

 

 

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

Direct Debt (continued)

Interest

 

Acquisition
Date

   

Maturity
Date

 

Investment
Type

 

Principal

   

Fair
Value
**

 

North America (5.20%) (continued)

First Student Bidco Inc. +, a

Cash 3.00% + L (0.50% Floor)^^

    08/11/21       07/21/28  

Senior

  $ 296,569     $ 294,469  

First Student Bidco Inc. +, a, f

Cash 3.00% + L (0.50% Floor)^^

    08/11/21       08/21/28  

Senior

    803,431       797,743  

Flex Acquisition Company, Inc. +, a

Cash 3.00% + L^

    07/30/18       06/29/25  

Senior

    958,590       957,991  

Flynn Restaurant Group LP +, a

Cash 4.25% + L (0.50% Floor)^

    12/10/21       11/22/28  

Senior

    2,294,250       2,270,355  

Galls, LLC +, a

Cash 6.25% + L (1.00% Floor)^^

    12/22/20       01/31/25  

Senior

    478,862       455,504  

GC EOS Buyer, Inc. +, a

Cash 4.50% + L^

    07/18/19       08/01/25  

Senior

    3,929,160       3,894,073  

GFL Environmental Inc. +, a

Cash 3.00% + L (1.00% Floor)^

    12/05/18       05/30/25  

Senior

    1,193,865       1,190,987  

GHX Ultimate Parent Corporation +, a

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

    09/17/18       06/22/24  

Senior

    1,926,048       1,912,807  

Gopher Resource, LLC +, a

Cash 3.25% + L (1.00% Floor)^

    07/09/21       03/06/25  

Senior

    2,968,434       2,699,687  

Great American Outdoors Group, LLC +, a

Cash 3.75% + L (0.75% Floor)^^

    05/14/21       03/06/28  

Senior

    1,777,568       1,773,399  

GTT Communications, Inc. +, a

Cash 2.75% + L^^

    07/02/18       05/31/25  

Senior

    2,163,692       1,782,450  

Heartland Dental Holdings, Inc. +, a

Cash 3.50% + L^

    05/15/18       04/30/25  

Senior

    612,328       606,098  

Heartland Dental Holdings, Inc. +, a

Cash 3.50%

    05/15/18       04/30/25  

Senior

    2,212,225       2,254,269  

Heartland Dental, LLC +, a

Cash 4.00% + L^

    06/21/21       04/30/25  

Senior

    992,500       985,409  

Help/Systems Holdings Inc. +, a

Cash 6.75% + L (0.75% Floor)^^

    11/05/21       11/19/27  

Second Lien

    3,600,000       3,564,000  

Help/Systems Holdings Inc. +, a

Cash 4.00% + L (0.75% Floor)^^

    06/25/21       11/19/26  

Senior

    4,157,576       4,115,148  

Hornblower Sub, LLC +, a

Cash 4.50% + L^^

    05/01/19       04/27/25  

Senior

    946,155       849,647  

Husky Injection Molding Systems Ltd. +, a

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

    07/15/19       03/28/25  

Senior

    969,694       950,824  

Hyland Software, Inc. +, a

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

    10/27/20       07/01/24  

Senior

    984,694       980,878  

Idera, Inc. +, a

Cash 3.75% + L (0.75% Floor)^

    12/17/18       06/27/24  

Senior

    1,257,683       1,237,560  

Indy US Bidco, LLC +, a

Cash 3.75% + L^^

    03/29/21       03/06/28  

Senior

    990,025       981,773  

KCIBT Intermediate II, Inc. +, a

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

    06/19/17       06/01/25  

Senior

    234,822       189,283  

KENE Acquisition, Inc. +, a

Cash 8.25% + L^^

    08/08/19       08/08/27  

Second Lien

    175,500       173,517  

KENE Acquisition, Inc. +, a

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

    01/01/21       08/09/27  

Second Lien

    1,462,500       1,445,974  

Kingpin Intermediate Holdings LLC +, a

Cash 3.50% + L (1.00% Floor)^

    10/05/18       07/03/24  

Senior

    1,323,942       1,311,034  

KSLB Holdings, LLC +, a

Cash 8.75% + L (1.00% Floor)^

    07/30/18       07/30/26  

Second Lien

    2,935,385       2,734,958  

LBM Acquisition LLC +, a

Cash 3.25% + L (0.75% Floor)^

    09/07/21       12/17/27  

Senior

    3,277,959       3,203,697  

LogMeIn, Inc. +, a

Cash 4.75% + L^

    09/03/20       08/31/27  

Senior

    4,950,000       4,869,562  

LSCS Holdings, Inc. +, a

Cash 3.50% + L (0.50% Floor)^^

    02/14/22       12/16/28  

Senior

    2,593,500       2,569,186  

LTI Holdings, Inc. +, a

Cash 3.50% + L^

    10/22/18       09/06/25  

Senior

    965,000       944,894  

Lucid Energy Group II Borrower, LLC +, a, f

Cash 3.00% + L (1.00% Floor)^^

    08/06/21       02/17/25  

Senior

    1,994,832       1,980,080  

Lucid Energy Group II Borrower, LLC +, a, f

Cash 4.25% + L (0.75% Floor)^^

    12/08/21       11/24/28  

Senior

    3,000,000       2,977,815  

Magenta Buyer LLC +, a

Cash 8.25% + L (0.75% Floor)^^

    10/13/21       07/27/29  

Second Lien

    2,000,000       1,987,500  

Magenta Buyer LLC +, a

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

    08/02/21       07/27/28  

Senior

    3,491,250       3,468,557  

MajorDrive Holdings IV LLC +, a

Cash 4.00% + L (0.50% Floor)^^

    06/10/21       06/01/28  

Senior

    992,500       978,545  

Marnix SAS +, a

Cash 4.00% + L (0.50% Floor)^^

    12/17/21       08/04/28  

Senior

    1,488,750       1,468,749  

Maverick Bidco, Inc +, a

Cash 6.75% + L (0.75% Floor)^^

    05/26/21       05/18/29  

Second Lien

    6,603,000       6,569,985  

McAfee Corp. +, a

Cash 4.00% + SFvv

    03/09/22       03/01/29  

Senior

    2,600,000       2,581,800  

McAfee, LLC +, a

Cash 3.75% + L^

    07/19/19       09/30/24  

Senior

    376,977       374,338  

McAfee, LLC +, a

Cash 3.75% + L (1.00% Floor)^

    02/02/18       09/27/24  

Senior

    2,563,588       2,558,676  

Medline Borrower, LP +, a

Cash 3.25% + L (0.50% Floor)^^

    11/03/21       10/23/28  

Senior

    1,100,000       1,089,138  

Mercury Borrower, Inc. +, a, f

Cash 6.50% + L (0.50% Floor)^^

    11/17/21       08/02/29  

Second Lien

    900,000       894,375  

 

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, 2022 (continued)

 

 

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

Direct Debt (continued)

Interest

 

Acquisition
Date

   

Maturity
Date

 

Investment
Type

 

Principal

   

Fair
Value
**

 

North America (5.20%) (continued)

Messer Industries GmbH, Inc. +, a

Cash 2.50% + L^^

    04/26/19       03/01/26  

Senior

  $ 1,179,028     $ 1,166,183  

MetroNet Systems Holdings, LLC +, a

Cash 3.75% + L (0.75% Floor)^^

    06/14/21       06/02/28  

Senior

    4,444,719       4,407,206  

MetroNet Systems Holdings, LLC +, a

Cash 3.75% + L (0.75% Floor)^^

    06/14/21       06/02/28  

Senior

    338,302       335,447  

Michaels Stores, Inc. +, a

Cash 4.25% + L (0.75% Floor)^^

    04/26/21       04/15/28  

Senior

    2,183,500       2,041,572  

Mirion Technologies, Inc. +, a

Cash 2.75% + L (0.50% Floor)^^

    11/05/21       10/20/28  

Senior

    1,197,000       1,190,273  

Mitchell International, Inc. +, a

Cash 3.75% + L (0.50% Floor)^

    10/21/21       10/15/28  

Senior

    3,800,000       3,743,000  

Mitchell International, Inc. +, a

Cash 6.50% + L (0.50% Floor)^

    10/26/21       10/15/29  

Second Lien

    1,000,000       992,815  

MJH Healthcare Holdings, LLC +, a, f

Cash 3.50% + SF (0.50% Floor)vv

    01/25/22       01/28/29  

Senior

    1,700,000       1,687,250  

National Spine & Pain Centers, LLC +, a

Cash 5.00% + L (1.00% Floor)^

    06/30/17       06/02/24  

Senior

    528,638       518,593  

Navicure, Inc. +, a

Cash 4.00% + L^^

    09/29/20       10/22/26  

Senior

    1,969,213       1,964,984  

Navicure, Inc.. +, a

Cash 4.00% + L^^

    11/19/19       10/22/26  

Senior

    984,937       983,706  

NEP Group, Inc. +, a

Cash 3.25% + L^^

    02/10/22       10/20/25  

Senior

    1,979,540       1,947,867  

NEP Group, Inc. +, a

Cash 4.00% + L (0.50% Floor)^^

    12/06/21       10/20/25  

Senior

    1,895,250       1,880,240  

Netsmart, Inc. +, a

Cash 3.75% + L (1.00% Floor)^

    07/16/18       04/19/23  

Senior

    968,869       966,141  

Netsmart, Inc.. +, a

Cash 3.75% + L (1.00% Floor)^

    05/20/19       04/19/23  

Senior

    1,270,349       1,266,773  

Nexstar Broadcasting +, a

Cash 2.50% + L^

    10/02/19       09/21/26  

Senior

    1,294,119       1,290,178  

Nortonlifelock Inc. +, a, f

Cash 2.00% + SF (0.50% Floor)vv

    01/28/22       01/28/29  

Senior

    2,400,000       2,373,504  

NSM Top Holdings Corp. +, a

Cash 5.25% + L^

    11/26/19       11/16/26  

Senior

    1,466,250       1,454,337  

Oceankey (U.S.) II Corp. +, a

Cash 3.50% + L (0.50% Floor)^^

    01/06/22       12/15/28  

Senior

    1,900,000       1,884,562  

OEConnection LLC +, a

Cash 4.00% + L^^

    10/28/19       09/25/26  

Senior

    2,951,549       2,909,725  

OneDigital Borrower LLC +, a

Cash 4.25% + L (0.50% Floor)^^

    11/22/21       11/16/27  

Senior

    2,552,899       2,540,147  

OneDigital Borrower LLC +, a

Cash 4.50% + L (0.75% Floor)^^

    12/11/20       11/16/27  

Senior

    232,854       231,691  

Osmose Utilities Services, Inc. +, a

Cash 3.25% + L (0.50% Floor)^^

    09/01/21       06/23/28  

Senior

    2,487,500       2,458,272  

PAI Holdco, Inc. +, a

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

    11/09/20       10/22/27  

Senior

    1,188,000       1,175,128  

Panther BF Aggregator 2 LP +, a

Cash 3.25% + L^

    05/14/19       04/30/26  

Senior

    1,014,249       1,003,093  

Pearl Intermediate Parent, LLC +, a

Cash 6.25% + L^

    03/21/18       02/13/26  

Second Lien

    2,400,000       2,392,512  

Pearl Intermediate Parent, LLC +, a

Cash 2.75% + L^

    03/16/18       02/14/25  

Senior

    3,645,679       3,610,230  

Peraton Corp. +, a, f

Cash 3.75% + L (0.75% Floor)^^

    04/12/21       02/01/28  

Senior

    1,954,225       1,942,011  

PetVet Care Centers, LLC +, a

Cash 3.25% + L^

    04/12/19       02/14/25  

Senior

    1,160,902       1,151,470  

PetVet Care Centers, LLC +, a

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

    08/18/21       02/14/25  

Senior

    992,366       988,958  

PG&E Corporation +, a

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

    08/11/20       06/23/25  

Senior

    1,965,000       1,944,741  

Phoenix Newco, Inc. +, a

Cash 3.50% + L (0.50% Floor)^^

    12/07/21       11/15/28  

Senior

    3,000,000       2,980,980  

Pluto Acquisition I, Inc. +, a

Cash 4.00% + L^^

    06/15/21       06/20/26  

Senior

    1,691,500       1,668,242  

PODS, LLC. +, a

Cash 3.00% + L (0.75% Floor)^

    04/16/21       03/31/28  

Senior

    1,287,033       1,274,059  

Polaris Newco, LLC +, a

Cash 4.00% + L (0.50% Floor)^^^

    06/15/21       06/02/28  

Senior

    1,200,000       1,192,158  

Potters Industries, LLC +, a

Cash 4.00% + L (0.75% Floor)^^

    12/17/20       12/14/27  

Senior

    990,000       988,352  

Pre-Paid Legal Services, Inc. +, a

Cash 7.00% + L (0.50% Floor)^^

    01/18/22       12/14/29  

Second Lien

    3,700,000       3,658,375  

Pregis TopCo LLC +, a

Cash 4.00% + L (0.75% Floor)^^

    12/23/20       07/31/26  

Senior

    995,000       976,344  

Pretium PKG Holdings, Inc. +, a

Cash 6.75% + L (0.50% Floor)^^

    10/05/21       10/01/29  

Second Lien

    1,800,000       1,753,506  

Procera Networks, Inc. +, a

Cash 4.50% + L^^

    11/20/18       10/31/25  

Senior

    1,144,395       1,133,312  

Project Boost Purchaser, LLC +, a

Cash 3.50% + L^^

    07/19/19       06/01/26  

Senior

    1,755,000       1,738,819  

Prometric Holdings, Inc. +, a

Cash 7.50% + L (1.00% Floor)^

    01/29/18       01/29/26  

Second Lien

    14,154,350       14,597,968  

Quintiles IMS Inc. +, a

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

    06/22/18       06/11/25  

Senior

    2,803,629       2,654,511  

Radiate HoldCo, LLC +, a

Cash 3.50% + L (0.75% Floor)^

    07/16/19       09/25/26  

Senior

    997,500       989,505  

Radiology Partners, Inc. +, a

Cash 4.25% + L^

    09/11/18       12/04/23  

Senior

    1,344,600       1,329,231  

 

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, 2022 (continued)

 

 

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

Direct Debt (continued)

Interest

 

Acquisition
Date

   

Maturity
Date

 

Investment
Type

 

Principal

   

Fair
Value
**

 

North America (5.20%) (continued)

RC Buyer, Inc. +, a

Cash 6.50% + L (0.75% Floor)^^

    08/03/21       07/26/29  

Second Lien

  $ 2,800,000     $ 2,793,000  

RealPage, Inc. +, a

Cash 3.25% + L (0.50% Floor)^^

    04/26/21       04/24/28  

Senior

    3,980,000       3,940,200  

Red Planet Borrower, LLC +, a

Cash 3.75% + L (0.50% Floor)^^

    10/04/21       10/02/28  

Senior

    2,189,000       2,164,374  

Redstone Holdco 2 LP +, a

Cash 4.75% + L (0.75% Floor)^^

    05/10/21       04/27/28  

Senior

    3,790,500       3,705,214  

Redstone Holdco 2 LP +, a

Cash 7.75% + L (0.75% Floor)^^

    05/03/21       04/16/29  

Second Lien

    3,000,000       2,764,500  

Refficiency Holdings LLC +, a

Cash 3.75% + L (0.75% Floor)^

    02/04/21       12/16/27  

Senior

    7,897       7,815  

Refficiency Holdings LLC +, a

Cash 4.00% + L (0.75% Floor)^

    12/11/20       12/16/27  

Senior

    1,490,863       1,475,336  

Rent-A-Center, Inc. +, a

Cash 4.00% + L (0.75% Floor)^

    03/02/21       02/17/28  

Senior

    992,500       973,891  

Restaurant Technologies, Inc. +, a

Cash 3.00% + L^^

    10/26/18       10/01/25  

Senior

    483,750       482,541  

RLG Holdings, LLC +, a

Cash 4.25% + L (0.75% Floor)^^

    07/19/21       07/10/28  

Senior

    1,995,000       1,982,531  

Rocket Software, Inc. +, a

Cash 4.25% + L^

    12/05/18       11/28/25  

Senior

    2,648,135       2,618,754  

Rough Country, LLC +, a

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

    08/03/21       07/26/28  

Senior

    1,876,250       1,855,189  

S2P Acquisition Borrower, Inc +, a

Cash 4.00% + L^

    10/07/19       08/14/26  

Senior

    975,000       970,734  

Sabre GLBL Inc. +, a

Cash 3.50% + L (0.50% Floor)^

    08/09/21       12/17/27  

Senior

    1,885,799       1,865,007  

Safe Fleet Holdings LLC +, a, b

Cash 3.75% + SF (0.50% Floor)vv

    03/04/22       02/23/29  

Senior

    3,900,000       3,854,506  

SCIH Salt Holdings, Inc. +, a

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

    04/17/20       03/16/27  

Senior

    813,261       801,062  

Senneca Holdings, Inc. +, a

PIK 11.00%

    05/11/18       05/11/26  

Second Lien

    1,276,647       3  

Senneca Holdings, Inc. +, a

PIK 10.00%

    05/29/20       11/11/25  

1.5 Lien

    1,185,556       1  

Shearer’s Foods, LLC +, a

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

    09/25/20       09/23/27  

Senior

    33,250       32,440  

Shearer’s Foods, LLC +, a

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

    05/17/18       09/23/27  

Senior

    3,088,850       3,042,828  

Shearer’s Foods, LLC +, a

Cash 7.75% + L (1.00% Floor)^^

    10/14/20       09/22/28  

Second Lien

    1,000,000       997,500  

Shermco Intermediate Holdings, Inc. +, a

Cash 4.50% + L (1.00% Floor)^

    06/05/18       06/05/24  

Senior

    25,496,290       25,241,176  

Skopima Consilio Parent LLC +, a

Cash 4.00% + L (0.50% Floor)^^

    05/18/21       04/30/28  

Senior

    6,666,500       6,596,702  

Sorenson Communications, LLC +, a

Cash 5.50% + L (0.75% Floor)^^

    03/23/21       03/12/28  

Senior

    2,700,000       2,700,000  

Sound Inpatient Physicians, Inc +, a

Cash 2.75% + L^

    08/23/18       06/27/25  

Senior

    1,344,000       1,335,882  

Sovos Compliance, LLC +, a

Cash 4.50% + L (0.50% Floor)^^

    08/16/21       08/11/28  

Senior

    1,443,416       1,443,423  

Sovos Compliance, LLC +, a, e, f

Cash 4.50% + L (0.50% Floor)^^

    08/16/21       08/11/28  

Senior

    250,342       (617 )

SS&C Technologies, Inc. +, a

Cash 1.75% + L^

    12/07/18       04/16/25  

Senior

    2,186,097       2,153,447  

SSH Group Holdings, Inc. +, a

Cash 4.25% + L^^

    09/11/18       07/30/25  

Senior

    962,638       936,166  

SSH Group Holdings, Inc. +, a

Cash 8.25% + L^^

    08/21/18       07/30/26  

Second Lien

    2,120,000       2,061,700  

SSH Group Holdings, Inc.. +, a

Cash 4.25% + L^^

    06/05/19       07/28/23  

Senior

    2,430,904       2,364,055  

Standard Industries Inc. +, a

Cash 2.50% + L (0.50% Floor)^^

    10/26/21       09/22/28  

Senior

    637,750       637,112  

Star US Bidco, LLC +, a

Cash 4.25% + L (1.00% Floor)^

    04/24/20       03/17/27  

Senior

    1,277,250       1,267,134  

SuperMoose Borrower, LLC +, a

Cash 3.75% + L^^

    10/16/18       08/29/25  

Senior

    967,500       913,480  

TecoStar Holdings, Inc. +, a

Cash 8.50% + L (1.00% Floor)^

    05/01/17       11/01/24  

Second Lien

    525,000       490,875  

Telenet Financing USD LLC +, a

Cash 2.00% + L^^^

    04/27/20       04/30/28  

Senior

    2,400,000       2,345,628  

TLP Acquisition Holdings, LLC +, a

Cash 8.00% + L (1.00% Floor)^

    02/26/19       02/26/26  

Mezzanine

    43,551,847       44,196,414  

Tory Burch LLC +, a

Cash 3.50% + L (0.50% Floor)^

    04/30/21       04/16/28  

Senior

    992,500       967,067  

Tosca Services LLC +, a

Cash 3.50% + L (0.75% Floor)^

    08/21/20       08/18/27  

Senior

    987,500       966,516  

TricorBraun Holdings, Inc. +, a

Cash 3.25% + L (0.50% Floor)^^

    04/15/21       03/03/28  

Senior

    992,801       970,596  

Trident TPI Holdings, Inc. +, a

Cash 4.00% + L (0.50% Floor)^^

    09/22/21       09/15/28  

Senior

    1,613,453       1,595,979  

Triton Water Holdings, Inc. +, a

Cash 3.50% + L (0.50% Floor)^^

    04/19/21       03/31/28  

Senior

    1,389,501       1,355,757  

UKG Inc. +, a

Cash 3.25% + L (0.75% Floor)^^

    07/13/20       05/04/26  

Senior

    990,019       983,495  

Unified Women’s Healthcare, LLC +, a, f

Cash 4.25% + L (0.75% Floor)^

    03/16/21       12/20/27  

Senior

    2,683,515       2,661,376  

Upstream Newco, Inc. +, a

Cash 4.25% + L^

    08/04/21       11/20/26  

Senior

    3,473,750       3,456,381  

Utz Quality Foods, LLC +, a

Cash 3.00% + L^^

    01/29/21       01/20/28  

Senior

    3,653,755       3,608,083  

VeriFone Systems, Inc. +, a

Cash 4.00% + L^^

    09/25/18       08/20/25  

Senior

    3,579,452       3,534,709  

Vetcor Acquisition LLC +, a

Cash 6.50% + L (0.75% Floor)^^

    12/03/21       07/02/26  

Second Lien

    74,304       73,680  

Vetcor Professional Practices LLC +, a

Cash 6.50% + L^

    07/02/18       07/02/26  

Second Lien

    2,990,000       2,964,884  

 

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

 

16

 

 

Partners Group Private Equity (Master Fund), LLC

 

(a Delaware Limited Liability Company)

 

 

Consolidated Schedule of Investments –
March 31, 2022 (continued)

 

 

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

Direct Debt (continued)

Interest

 

Acquisition
Date

   

Maturity
Date

 

Investment
Type

 

Principal

   

Fair
Value
**

 

North America (5.20%) (continued)

Vetcor Professional Practices LLC +, a

Cash 6.50% + L^^

    07/02/18       07/02/26  

Second Lien

  $ 613,333     $ 608,181  

Virtusa Corporation +, a

Cash 3.75% + SF (0.75% Floor)vv

    02/28/22       02/11/28  

Senior

    2,200,000       2,184,875  

Vision Solutions, Inc. +, a

Cash 4.25% + L (0.75% Floor)^^

    05/06/21       03/19/28  

Senior

    3,880,500       3,844,140  

Vision Solutions, Inc. +, a

Cash 7.25% + L (0.75% Floor)^^

    09/07/21       04/23/29  

Second Lien

    2,300,000       2,268,743  

VS Buyer, LLC +, a

Cash 3.00% + L^^

    04/10/20       02/28/27  

Senior

    1,960,000       1,946,113  

Weld North Education LLC +, a

Cash 3.75% + L (0.75% Floor)^^

    12/15/20       12/15/27  

Senior

    1,283,750       1,275,727  

West Corporation +, a

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

    04/20/18       10/10/24  

Senior

    3,050,146       2,766,717  

Whatabrands LLC +, a

Cash 3.25% + L (0.50% Floor)^

    08/05/21       07/21/28  

Senior

    2,992,500       2,954,061  

Woof Holdings, Inc. +, a

Cash 7.25% + L (0.75% Floor)^^

    12/21/20       12/22/28  

Second Lien

    7,200,000       7,146,000  

WP CityMD Bidco LLC +, a

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

    09/01/19       08/13/26  

Senior

    2,947,725       2,933,296  

WP CityMD Bidco LLC +, a

Cash 3.25% + L (0.50% Floor)^^

    11/18/21       08/13/28  

Senior

    3,000,000       2,985,315  

WWEX UNI TopCo Holdings, LLC +, a

Cash 4.25% + L (0.75% Floor)^^

    08/03/21       07/26/28  

Senior

    2,693,250       2,666,062  

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

Cash 4.25% + SF (0.50% Floor)vvv

    02/10/22       03/22/29  

Senior

    2,241,500       497,875  

Zayo Group Holdings, Inc. +, a

Cash 3.00% + L^

    04/24/20       03/09/27  

Senior

    3,919,474       2,850,507  

Total North America (5.20%)

                                628,252,913  
                                     

Rest of World (0.31%)

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

Cash 4.50% + L^^^

    10/05/18       07/10/25  

Senior

    22,171,514       21,818,159  

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

Cash 3.75% + E#

    10/05/18       09/29/25  

Senior

    2,401,128       2,190,936  

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

Cash 7.25% + E###

    10/11/18       09/28/26  

Second Lien

    13,678,916       12,889,232  

Total Rest of World (0.31%)

                                36,898,327  
                                     

Western Europe (2.38%)

Acuris Finance US, Inc. +, a

Cash 4.00% + L (0.50% Floor)^^

    03/11/21       02/16/28  

Senior

    677,083       672,533  

AEA International Holdings (Luxembourg) S.a.r.l. +, a

Cash 3.75% + L (0.50% Floor)^^

    09/15/21       08/09/28  

Senior

    2,294,250       2,291,382  

AI Convoy (Luxembourg) S.a.r.l. +, a

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

    05/20/20       01/18/27  

Senior

    1,856,770       1,834,953  

AI PLEX AcquiCo GmbH +, a

Cash 4.75% + L^^^

    08/23/19       07/31/26  

Senior

    4,894,850       4,650,107  

Albion Financing 3 S.a r.l. +, a

Cash 5.25% + L (0.50% Floor)^^

    01/14/22       07/31/26  

Senior

    2,500,000       2,483,338  

Alcumus +, a, e

Cash 6.00% + S>>

    03/09/22       03/09/29  

Senior

    2,842,801        

Altice France S.A. +, a

Cash 4.00% + L^^

    01/27/21       08/14/26  

Senior

    2,971,860       2,919,110  

Asgard Investments B.V. +, a

Cash 5.75% + E##

    03/15/22       03/15/29  

Senior

    13,721,320       13,558,602  

Aston Finco S.à.r.l. +, a

Cash 4.25% + L^^

    11/14/19       10/09/26  

Senior

    2,744,000       2,724,572  

Aston Finco S.à.r.l. +, a

Cash 8.25% + L^^

    10/25/19       10/09/27  

Second Lien

    36,733,592       37,284,348  

Atlas Packaging GmbH +, a

Cash 7.75% + E###

    09/14/18       07/31/26  

Second Lien

    3,016,905       2,729,385  

Auris Luxembourg III Sarl +, a

Cash 3.75% + L^

    04/04/19       02/27/26  

Senior

    971,220       949,367  

Babar Bidco +, a

Cash 4.00% + E###

    12/04/20       11/17/27  

Senior

    1,214,051       1,110,160  

CD&R Firefly Bidco Limited +, a

Cash 4.75% + S>>>

    08/31/18       06/23/25  

Senior

    5,199,152       5,159,498  

CD&R Firefly Bidco Limited +, a

Cash 8.35% + S>>

    06/22/21       06/12/26  

Second Lien

    19,485,767       18,522,087  

CD&R Firefly Bidco Limited +, a

Cash 8.35% + S>>>

    06/21/18       06/18/26  

Second Lien

    26,897,480       27,378,360  

CEP V Investment 22 S.àr.l. (Lux) +, a

PIK 8.25% + L^^^

    02/28/22       08/31/30  

Mezzanine

    5,523,703       5,431,018  

CEP V Investment 22 S.àr.l. (Lux) +, a

8.25% PIK + L^^^

    02/28/22       08/31/30  

Mezzanine

    819,449       797,342  

Cidron Kuma 2 SARL +, a

Cash 7.00% + E (0.50% Floor)###

    02/28/18       02/28/26  

Second Lien

    1,146,938       1,045,242  

Compass IV Limited +, a

Cash 4.00% + E###

    07/06/18       05/09/25  

Senior

    341,033       209,301  

 

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

 

17

 

 

Partners Group Private Equity (Master Fund), LLC

 

(a Delaware Limited Liability Company)

 

 

Consolidated Schedule of Investments –
March 31, 2022 (continued)

 

 

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

Direct Debt (continued)

Interest

 

Acquisition
Date

   

Maturity
Date

 

Investment
Type

 

Principal

   

Fair
Value
**

 

Western Europe (2.38%) (continued)

Constellation Automotive Group Limited +, a

Cash 4.75% + S>>>

    09/03/21       07/28/28  

Senior

  $ 1,387,192     $ 1,294,810  

Constellation Automotive Limited +, a

Cash 7.50% + S>>>

    10/18/21       07/30/29  

Second Lien

    1,372,084       1,305,669  

CTC AcquiCo GmbH +, a

Cash 3.75% + E##

    03/29/18       03/07/25  

Senior

    3,608,360       3,079,934  

CTEC III GmbH +, a, f

Cash 3.75% + E###

    01/19/22       03/16/29  

Senior

    3,200,000       452,878  

Dragon Bidco Limited +, a

Cash 6.00% + S>>

    03/09/22       03/09/29  

Senior

    8,941,459       8,721,178  

EG Group Limited +, a

Cash 4.00% + E##

    06/20/18       02/07/25  

Senior

    1,881,179       1,676,698  

EG Group Limited +, a

Cash 4.00% + L^

    05/22/18       02/07/25  

Senior

    1,358,521       1,359,807  

Fugue Finance B.V. +, a

Cash 3.25% + E##

    08/24/20       08/30/24  

Senior

    1,299,487       1,210,618  

Fusilli AcquiCo S.à r.l. +, a

Cash 6.00% + E###

    01/27/22       10/12/23  

Senior

    1,114,648       1,048,374  

Genesis Care Finance Pty Ltd +, a

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

    07/28/20       05/14/27  

Senior

    2,161,500       1,930,036  

Grupo Iberica de Congelados, SA +, a

Cash 7.00% + E#

    06/28/19       11/28/24  

Senior

    1,109,864       1,031,534  

HIG Finance 2 Limited +, a

Cash 3.25% + L (0.75% Floor)^ + P 2.25% (1.75% Floor)

    10/05/21       11/12/27  

Senior

    1,492,443       1,478,138  

HIG Finance 2 Limited +, a, f

Cash 3.25% + L (0.75% Floor)^+ P 2.25% (1.75% Floor)

    11/09/21       11/12/27  

Senior

    1,700,000       1,683,272  

HNVR Holdco Limited +, a

Cash 5.50% + E###

    01/25/22       09/12/27  

Senior

    1,691,173       1,565,205  

Holding Socotec SAS +, a

Cash 4.25% + L (0.75% Floor)^^^

    09/10/21       06/30/28  

Senior

    1,500,000       1,492,500  

Hunter Douglas NV +, a

Cash 3.50% + SF (0.50% Floor)vv

    03/07/22       02/26/29  

Senior

    1,800,000       1,765,800  

Hunter Holdco 3 Limited +, a

Cash 4.25% + L (0.50% Floor)^^

    08/26/21       08/19/28  

Senior

    3,300,000       3,287,625  

Hurtigruten AS +, a

Cash 8.00% + E##

    01/20/22       06/11/23  

Senior

    1,697,931       1,656,598  

IGT Holding IV AB +, a

Cash 3.50% + L(0.50% Floor)^^^

    07/21/21       03/31/28  

Senior

    1,881,000       1,864,541  

International Park Holdings B.V. +, a

Cash 3.50% + L^^

    11/16/21       06/13/24  

Senior

    2,967,557       2,865,447  

ION Trading Finance Limited +, a

Cash 4.75% + L (1.00% Floor)^^

    05/25/21       04/01/28  

Senior

    2,779,000       2,760,811  

IWH UK Finco Limted +, a

Cash 4.00% + E###

    02/28/18       11/28/24  

Senior

    5,886,679       5,369,171  

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

Cash 3.25% + E##

    08/21/18       07/29/24  

Senior

    1,151,803       1,105,333  

Loire UK Midco 3 Limited +, a

Cash 3.75% + L (0.75% Floor)^^^

    07/09/21       04/21/27  

Senior

    1,287,049       1,273,644  

Loire UK Midco 3 Limited +, a

Cash 3.25% + L^^^

    06/08/20       04/21/27  

Senior

    1,375,683       1,361,355  

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

Cash 4.25% + L^^

    07/30/21       07/06/28  

Senior

    2,892,857       2,860,313  

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

Cash 4.75% + L^

    11/12/19       10/15/26  

Senior

    3,603,308       3,597,687  

Nomad Foods Limited +, a

Cash 2.25% + L^

    07/02/18       05/15/24  

Senior

    1,551,247       1,537,030  

Osmosis Buyer Limited +, a, e, f

Cash 3.75% + SF (0.50% Floor)vv

    08/03/21       07/30/28  

Senior

    600,000       (2,962 )

Osmosis Buyer Limited +, a

Cash 3.75% + SF (0.50% Floor)vv

    08/03/21       07/31/28  

Senior

    4,400,000       4,360,136  

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

    26,898,335       27,736,264  

Paradocs Holding S.a r.l. +, a

Cash 3.75% + L (0.75% Floor)^^

    06/02/21       02/17/28  

Senior

    1,273,250       1,261,320  

Paysafe Group Holdings II Limited +, a

Cash 2.75% + L (0.50% Floor)^^

    01/21/22       06/28/28  

Senior

    994,987       955,501  

PEARLS (Netherlands) Bidco B.V. +, a

Cash 4.00% + SFvvv

    03/30/22       03/01/29  

Senior

    1,500,000       1,471,875  

Rainbow Jvco Ltd +, a

Cash 7.25% + E##; PIK 7.25%

    02/24/22       02/24/30  

Mezzanine

    9,256,340       8,895,526  

RivieraTopco SARL +, a

PIK 8.50% + E (1.00% Floor)###

    12/08/17       05/08/24  

Mezzanine

    1,870,798       1,680,812  

Rouge Beachhouse B.V. +, a

Cash 4.50% + E##

    10/15/18       07/25/25  

Senior

    579,174       555,839  

Sapphire Bidco B.V. +, a

Cash 3.25% + E##

    05/25/18       05/05/25  

Senior

    2,271,578       2,196,986  

Seren Bidco AB +, a

Cash 3.50% + L (0.50% Floor)^^

    01/21/22       11/16/28  

Senior

    2,693,250       2,662,964  

Seren Bidco AB +, a

Cash 7.25% + SR ¤¤

    11/16/21       11/16/29  

Second Lien

    16,653,255       15,601,739  

Sitel Group +, a

Cash 3.75% + L (0.50% Floor)^^

    10/15/21       08/28/28  

Senior

    1,791,000       1,779,063  

Starfruit Finco B.V. +, a

Cash 2.75% + L^^

    11/14/18       10/01/25  

Senior

    1,788,423       1,762,241  

 

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

 

18

 

 

Partners Group Private Equity (Master Fund), LLC

 

(a Delaware Limited Liability Company)

 

 

Consolidated Schedule of Investments –
March 31, 2022 (continued)

 

 

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

Direct Debt (continued)

Interest

 

Acquisition
Date

   

Maturity
Date

 

Investment
Type

 

Principal

   

Fair
Value
**

 

Western Europe (2.38%) (continued)

Summer (BC) Bidco B LLC +, a

Cash 4.50% + L (0.75% Floor)^^

    09/08/21       12/04/26  

Senior

  $ 995,000     $ 990,856  

Sunshine Luxembourg VII Sarl +, a

Cash 3.75% + L (0.75% Floor)^^

    10/22/19       10/01/26  

Senior

    2,759,613       2,744,614  

Tahoe Subco 1 Ltd. +, a

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

    03/20/18       06/13/24  

Senior

    2,729,450       2,694,391  

team.blue Finco Sarl +, a

Cash 3.75% + E###

    06/25/21       03/27/28  

Senior

    4,027,657       3,743,139  

Vertical Midco GmbH +, a

Cash 3.50% + L^^^

    09/09/20       07/30/27  

Senior

    3,948,078       3,917,658  

Virgin Media Bristol, LLC +, a

Cash 2.50% + L^

    02/07/18       01/31/28  

Senior

    5,486,250       5,434,687  

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

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

    07/31/18       07/02/25  

Senior

    1,741,500       1,734,099  

Ziggo Financing Partnership +, a

Cash 2.50% + L^^

    02/27/20       04/30/28  

Senior

    2,500,000       2,465,625  

Total Western Europe (2.38%)

                              287,029,084  

Total Direct Debt (8.12%)

  $ 979,534,628  
                                     

Total Direct Investments (63.73%)

  $ 7,692,950,374  

 

Private Equity Investments (continued)
Secondary Investments *
, c (10.38%)

 

Acquisition
Date

   

Fair
Value

 

Asia - Pacific (1.22%)

               

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

    11/24/09     $ 6,346  

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

    01/11/13       495,009  

MBK Partners Colonel Fund, L.P. +, a, e

    09/20/21       77,468,624  

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

    12/07/18       20,862,978  

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

    08/02/10       134,921  

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

    08/02/10       6,003  

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

    07/08/10       399,215  

Yunfeng Capital Fund III, L.P. +, a, e

    05/18/21       45,357,768  

Yunfeng Capital Fund IV, L.P. +, a, e

    05/31/21       3,354,874  

Total Asia - Pacific (1.22%)

            148,085,738  
                 

North America (7.80%)

Abingworth Bioventures V, L.P. +, a, e

    06/30/12       30,139  

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

    07/01/10       32,645  

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

    10/01/09       14,224  

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

    11/14/19       34,911,258  

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

    12/31/12       2,385,726  

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

    12/31/12       2,742,214  

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

    12/31/15       1  

Berkshire Fund VIII, L.P. +, a, e

    09/03/21       44,693,844  

Berkshire Fund X-A, L.P. +, a, e

    09/03/21       1,643,691  

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

    09/30/15       293,646  

CCMP Capital Investors IV, L.P. +, a, e

    04/01/21        

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

    12/31/12       1,650,434  

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

    12/31/12       1,871,971  

DST Opportunities Access Offshore LP +, a, e

    09/30/20       20,985,062  

ECP Terra-Gen Growth Fund, LP +, a, e

    03/23/21       2,744,677  

EETF Sidecar I-C L.P. +, a

    04/30/21       7,959,585  

EnCap Energy Co-Investment Fund I-C, L.P. +, a, e

    04/30/21       1,216,203  

EnCap Energy Transition Fund I, LP +, a, e

    04/30/21       3,359,832  

Energy Capital Partners Credit Solutions II, L.P. +, a, e

    02/03/21       1,888,576  

Energy Capital Partners III, L.P. +, a, e

    02/01/21       10,597,544  

Frazier Healthcare VI, L.P. +, a

    06/30/12       148,505  

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

    08/07/12       888,828  

GA Continuity Fund I L.P. (Bermuda) +, a, e

    06/30/21       58,192,601  

 

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

 

19

 

 

Partners Group Private Equity (Master Fund), LLC

 

(a Delaware Limited Liability Company)

 

 

Consolidated Schedule of Investments –
March 31, 2022 (continued)

 

 

Private Equity Investments (continued)
Secondary Investments *
, c (continued)

 

Acquisition
Date

   

Fair
Value

 

North America (7.80%) (continued)

               

General Atlantic Investment Partners 2021, L.P. +, a, e

    07/02/21     $ 2,486,893  

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

    09/30/15       4,921  

Green Equity Investors Side CF, L.P. +, a, e

    04/16/21       47,010,903  

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

    05/15/17       32,485,009  

Gryphon Partners 3.5, L.P. +, a, e

    05/21/13       1,223,749  

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

    02/08/16       25,418,399  

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

    12/30/10       278,920  

Harvest Partners V, L.P. +, a, e

    09/30/11       3,568  

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

    12/31/12       133,489  

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

    05/26/21       32,690,839  

Icon Partners V, L.P. +, a, e

    12/27/21       73,793,839  

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

    09/09/19       63,510,471  

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

    03/31/11       9,262  

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

    08/19/11       14,443  

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

    06/30/17       5,471,598  

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

    06/30/17       17,552,005  

Lightyear Fund II, L.P. +, a, e

    09/30/13       26,977  

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

    01/03/12       216,176  

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

    03/15/21       3,929,237  

MidOcean Partners III, L.P. +, a, e

    06/30/11       120,828  

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

    09/30/15       1,455,361  

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

    09/30/20       6,755,988  

Northgate Growth Fund, L.P. +, a, e

    12/20/19       6,665,185  

NVP VIII PG, L.P. +, a, e

    05/31/19       76,566,038  

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

    06/28/12       95,230  

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

    08/02/10       491  

Pamlico Capital GP II, LLC +, a, e

    03/31/14       2,523  

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

    06/30/11       931  

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

    06/30/11       7,475  

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

    06/30/13       1,405,813  

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

    06/30/13       1,982,259  

PT2, L.P. +, a, e

    12/21/21       8,996,847  

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

    11/20/19       84,014,469  

Samson Partners, L.P. +, a, e

    12/21/20       43,912,032  

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

    06/30/14       1,031,073  

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

    03/31/17       63,771,228  

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

    12/18/09       7,544  

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

    12/13/16       31,014,868  

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

    05/01/19       9,020,245  

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

    09/30/13       4,809,749  

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

    09/30/15       165,275  

TA XI, L.P. +, a, e

    09/30/15       2,266,977  

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

    09/30/13       680,326  

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

    09/30/15       289,743  

TPG Partners V, L.P. +, a, e

    07/11/11       16,964  

TPG Partners VI, L.P. +, a, e

    12/31/12       1,598,360  

Tudor Ventures III, L.P. +, a, e

    12/31/12       73,468  

Vistria Fund III, LP +, a, e

    06/19/19       14,377,102  

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

    09/28/12       207,422  

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

    12/31/18       75,445,815  

Total North America (7.80%)

            941,269,533  
                 

 

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

 

20

 

 

Partners Group Private Equity (Master Fund), LLC

 

(a Delaware Limited Liability Company)

 

 

Consolidated Schedule of Investments –
March 31, 2022 (continued)

 

 

Private Equity Investments (continued)
Secondary Investments *
, c (continued)

 

Acquisition
Date

   

Fair
Value

 

Western Europe (1.36%)

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

    10/01/14     $ 84,152  

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

    10/01/14       58,688  

Abingworth Bioventures III, L.P. +, a, e

    09/30/15       9,384  

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

    06/30/12       50,984  

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

    04/30/11       330,805  

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

    07/01/11       162,475  

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

    04/30/11       4,367  

Astorg IQ-EQ Fund SCSp +, a, e

    01/13/22       11,403,799  

Astorg V FCPR +, a, e

    09/30/15       13,467  

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

    09/30/14       4,285,295  

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

    12/28/12       13,179  

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

    09/30/14       214,629  

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

    09/30/14       183,626  

CD&R Value Building Partners I, L.P. +, a, e

    12/17/21       51,937,104  

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

    12/28/12       164,855  

EPIC I-b Fund SLP +, a, e

    11/30/20       23,982,626  

ESP Golden Bear Europe Fund +, a, e

    12/31/16       4,403,160  

Galileo III FCPR +, a, e

    09/30/15       32,819  

Graphite Capital Partners VII Top-Up +, a, e

    09/30/15       160  

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

    09/30/15       180,272  

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

    01/29/16       16,126  

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

    10/01/14       327,040  

Montagu III, L.P. +, a, e

    12/09/09       1  

Montagu+ SCSp +, a, e

    12/06/21       32,007,305  

Permira Europe II, L.P. +, a

    11/29/13       25,399  

Permira Europe III, L.P. +, a

    09/30/13       47,498  

Permira IV, L.P. +, a

    09/30/15       9,516,191  

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

    09/30/14       648,321  

STG Alternative Investments S.C.A. SICAV-RAIF +, a, e

    09/17/21       13,042,627  

Trilantic Capital Partners V (Europe) S.C.A., SICAR +, a, e

    11/20/20       10,763,856  

Trilantic Europe VI SCSp +, a, e

    12/10/20        

Total Western Europe (1.36%)

            163,910,210  
                 

Total Secondary Investments (10.38%)

          $ 1,253,265,481  
                 

Primary Investments *, c (13.86%)

               

Asia - Pacific (0.99%)

               

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

    12/01/10       2,148,053  

BGH Capital Fund I +, a, e

    03/01/18       12,781,201  

BGH Capital VCLP II +, a, e

    02/01/22        

CMC Capital Partners IV, L.P +, a, e

    03/12/21        

CPEChina Fund III, L.P. +, a, e

    03/28/18       31,827,374  

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

    10/30/15       7,999,131  

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

    12/15/11       4,446,676  

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

    08/02/19       15,437,003  

J-STAR No.5-B, LP +, a, e

    02/28/22        

Kedaara Capital III Limited +, a

    06/17/21       985,021  

KKR Asian Fund IV SCSp +, a, e

    05/29/20       1,178,741  

Primavera Capital Fund III L.P. +, a, e

    05/09/18       14,544,687  

Primavera Capital Fund IV, L.P. +, a, e

    05/20/21       4,145,070  

Southern Capital Fund IV L.P. +, a, e

    01/26/18       2,152,756  

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

    07/10/18       9,197,848  

Trustbridge Partners VI, L.P. +, a, e

    04/12/18       12,881,084  

Total Asia - Pacific (0.99%)

            119,724,645  
                 

 

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

 

21

 

 

Partners Group Private Equity (Master Fund), LLC

 

(a Delaware Limited Liability Company)

 

 

Consolidated Schedule of Investments –
March 31, 2022 (continued)

 

 

Private Equity Investments (continued)
Primary Investments *
, c (continued)

 

Acquisition
Date

   

Fair
Value

 

North America (8.47%)

Advent Global Technology, L.P. +, a

    06/25/19     $ 3,529,102  

AEA Investors Fund VII L.P. +, a

    02/08/19       3,134,575  

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

    03/29/19       12,224,380  

Apollo Investment Fund IX, L.P +, a

    06/01/17       22,991,834  

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

    06/28/13       5,327,807  

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

    04/19/12       4,409,884  

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

    12/28/15       9,487,627  

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

    06/02/20       1,229,329  

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

    03/15/10       101,267  

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

    10/03/11       82,109  

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

    06/30/17       21,028,104  

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

    08/07/20       3,909,171  

Barings Transportation Fund, L.P. +, a

    09/23/21       10,476,197  

Berkshire Fund IX, L.P. +, a

    03/18/16       15,531,127  

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

    12/02/14       7,128,337  

Carlyle Partners VII, L.P. +, a

    11/29/17       55,015,107  

Carlyle Partners VIII, L.P. +, a

    09/10/21       263,772  

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

    07/31/13       13,993,289  

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

    05/15/20       7,013,236  

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

    12/15/17       44,576,705  

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

    12/15/19       17,226,382  

Clearlake Capital Partners VII, L.P. +, a, e

    09/23/21        

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

    03/30/12       681,850  

Frazier Healthcare Growth Buyout Fund X, L.P. +, a

    03/10/21       2,124,360  

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

    02/21/19       21,364,209  

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

    09/01/12       2,302,522  

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

    06/26/15       6,373,610  

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

    03/23/17       35,704,449  

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

    04/01/21       1,408,255  

Genstar X Opportunities Fund, L.P. +, a

    08/13/21       552,344  

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

    12/30/15       9,791,802  

Green Equity Investors IX, L.P. +, a, e

    03/01/22        

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

    10/18/19       24,973,134  

Gryphon Heritage Partners, L.P. +, a

    12/17/20       4,514,305  

Gryphon Partners V, L.P. +, a

    02/23/18       9,407,663  

Gryphon Partners VI, L.P. +, a

    12/17/20       4,725,209  

Harvest Partners IX, L.P. +, a, e

    09/24/21        

Harvest Partners VII, L.P. +, a

    12/14/15       10,414,227  

Harvest Partners VIII, L.P. +, a

    12/19/18       21,934,371  

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

    06/30/14       507,674  

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

    05/10/21       8,151,847  

Icon Partners IV, L.P. +, a

    09/01/21       5,574,940  

Icon Partners V, L.P. +, a

    12/27/21       7,253,622  

Insight Partners XII (Co-Investors), L.P. +, a

    06/07/21       676,494  

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

    07/06/18       19,444,848  

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

    12/17/19       9,138,806  

Insight Ventures Partners XII, L.P. +, a

    06/07/21       3,233,533  

Jade Equity Investors II, L.P. +, a, e

    03/01/22        

KKR Americas Fund XII L.P. +, a

    01/31/18       35,818,239  

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

    02/01/12       8,879,374  

KKR North America Fund XIII, SCSP +, a, e

    04/06/21        

Kleiner Perkins Caufield & Byers XIX LLC +, a

    03/05/20       9,626,660  

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

    12/20/19       11,901,879  

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

    08/04/16       21,764,609  

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

    05/31/19        

 

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

 

22

 

 

Partners Group Private Equity (Master Fund), LLC

 

(a Delaware Limited Liability Company)

 

 

Consolidated Schedule of Investments –
March 31, 2022 (continued)

 

 

Private Equity Investments (continued)
Primary Investments *
, c (continued)

 

Acquisition
Date

   

Fair
Value

 

North America (8.47%) (continued)

               

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

    11/25/16     $ 22,079,842  

Lerer Hippeau Select Fund III, LP +, a

    12/20/19       7,321,930  

Lerer Hippeau VII, LP +, a

    12/20/19       2,784,707  

Lux Total Opportunities, L.P. +, a

    05/28/21       913,501  

Lux Ventures VII, L.P. +, a

    05/28/21       213,257  

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

    03/20/20       3,724,398  

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

    03/12/19       7,036,073  

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

    06/27/14       2,292,746  

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

    07/19/21       1,087,036  

NEA 18 Venture Growth Equity, L.P. +, a

    12/22/21       657,000  

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

    05/04/12       11,299,612  

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

    06/06/19       9,150,909  

New Enterprise Associates 18, L.P. +, a, d

    12/22/21       279,000  

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

    06/29/17       44,065,751  

New Mountain Partners VI, L.P. +, a

    10/16/20       6,888,682  

NexPhase Capital Fund III-A, LP +, a

    09/01/16       29,941,085  

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

    04/28/17       9,319,915  

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

    12/21/18       29,702,419  

Oak Hill Capital Partners VI, L.P. +, a, e

    02/25/22        

Pamlico Capital V, L.P. +, a

    02/03/20       1,139,927  

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

    08/03/12       2,249,798  

Revelstoke Capital Partners Fund III, L.P +, a

    02/23/22       1,512,685  

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

    07/30/12       18,627,516  

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

    06/04/20       4,315,053  

Spark Capital Growth Fund IV, L.P. +, a

    10/14/21       867,750  

Spark Capital VII, L.P. +, a

    10/14/21       465,500  

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

    04/27/15       5,558,548  

Summit Partners Growth Equity Fund XI, L.P. +, a, e

    10/01/21        

TA Select Opportunities Fund II-B, L.P. +, a

    05/27/21       323,134  

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

    05/02/19       16,888,667  

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

    05/27/21       3,024,537  

TCV X, L.P. +, a

    08/31/18       18,479,072  

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

    10/02/20       4,970,654  

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

    12/10/15       6,359,744  

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

    05/04/18       9,622,642  

Thompson Street Capital Partners VI, L.P. +, a, e

    06/11/21        

TPG Partners VII, L.P. +, a

    03/01/16       7,657,774  

TPG Partners VIII, L.P. +, a

    01/31/19       6,930,760  

Trident IX, L.P. +, a, e

    11/19/21        

Trident VII, L.P. +, a

    09/22/16       38,970,845  

Trident VIII, L.P. +, a

    04/05/19       24,344,639  

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

    08/31/18       18,570,394  

Vistria Fund II, L.P. +, a

    12/19/17       12,565,942  

Vistria Fund III, LP +, a

    06/19/19       14,377,102  

Vistria Fund IV, L.P. +, a

    03/31/21       6,689,959  

Warburg Pincus Global Growth 14, L.P. +, a

    01/31/22       500,000  

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

    11/20/18       11,068,109  

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

    12/19/14       19,191,465  

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

    12/20/18       17,325,546  

Welsh, Carson, Anderson & Stowe XIV, L.P. +, a, e

    01/19/22        

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

    02/06/13       4,495,747  

Total North America (8.47%)

            1,022,775,548  
                 

 

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

 

23

 

 

Partners Group Private Equity (Master Fund), LLC

 

(a Delaware Limited Liability Company)

 

 

Consolidated Schedule of Investments –
March 31, 2022 (continued)

 

 

Private Equity Investments (continued)
Primary Investments *
, c (continued)

 

Acquisition
Date

   

Fair
Value

 

Rest of World (0.59%)

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

    10/17/14     $ 12,590,618  

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

    12/07/12       1,259,520  

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

    06/30/11       6,040,869  

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

    09/15/17       50,862,708  

Total Rest of World (0.59%)

            70,753,715  
                 

Western Europe (3.81%)

Adagia Capital Europe S.L.P. +, a

    06/01/21       1,200,895  

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

    05/31/19       29,150,481  

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

    07/01/12       2,590,953  

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

    03/22/16       12,590,899  

Apax X USD L.P. +, a

    07/16/19       11,555,043  

Astorg Mid-Cap +, a

    02/22/21       774,412  

Astorg VI, FCPI +, a

    06/30/16       7,477,506  

Astorg VIII Sàrl +, a, e

    12/17/21        

Axcel VI K/S +, a

    02/21/20       7,559,216  

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

    09/01/14       6,394,322  

BC Partners XI, L.P. +, a

    12/18/20       9,599,130  

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

    08/30/13       2,437,516  

Capvis Equity V L.P. +, a

    01/17/18       19,621,656  

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

    08/27/13       1,264,691  

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

    04/23/18       5,068,034  

CD&R Value Building Partners I, L.P. +, a

    12/17/21       6,460,232  

Charterhouse Capital Partners XI +, a, e

    11/26/21        

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

    07/05/13       10,068,191  

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

    06/19/20       444,731  

DPE Deutschland IV +, a

    08/24/20       1,145,814  

EQT IX, L.P. (USD) +, a

    05/15/20       18,704,765  

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

    07/01/16       24,477,347  

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

    07/01/11       13,067  

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

    06/28/19       11,583,119  

Graphite Capital Partners IX L.P. +, a

    04/11/18       6,585,290  

Hg Saturn 3 L.P. +, a, e

    02/25/22        

Hg Saturn I L.P. +, a

    06/28/18       27,061,626  

HgCapital 8 L.P. +, a

    12/19/16       29,859,166  

HgCapital Mercury 2 +, a

    02/15/17       18,907,113  

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

    03/18/15       32,529,122  

KKR European Fund V (EUR) SCSp +, a

    11/05/18       25,298,513  

KKR European Fund VI (USD) +, a, e

    11/01/21        

Livingbridge 7 LP +, a

    09/04/20       8,582,652  

MCH Iberian Capital Fund V FCR +, a

    12/10/21       8,751,771  

Nordic Capital Evo GP, SCSp +, a, e

    06/30/21        

Nordic Capital IX, L.P. +, a

    07/18/17       46,225,860  

Nordic Capital X, L.P. +, a

    09/30/20       7,209,535  

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

    03/12/15       8,807,566  

PAI Partners VIII-1 SCSp +, a, e

    12/17/21        

Permira VII L.P. +, a

    06/21/19       22,042,239  

Permira VIII SCSp +, a, e

    02/10/22        

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

    05/01/16       8,682,892  

 

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

 

24

 

 

Partners Group Private Equity (Master Fund), LLC

 

(a Delaware Limited Liability Company)

 

 

Consolidated Schedule of Investments –
March 31, 2022 (continued)

 

 

Private Equity Investments (continued)
Primary Investments *
, c (continued)

 

Acquisition
Date

   

Fair
Value

 

Western Europe (3.81%) (continued)

               

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

    04/16/19     $ 18,954,350  

Total Western Europe (3.81%)

            459,679,715  
                 

Total Primary Investments (13.86%)

          $ 1,672,933,623  
                 

Total Private Equity Investments (Cost $7,495,116,659)(87.97%)

          $ 10,619,149,478  
                 

Total Investments (Cost $7,696,640,687)(90.02%)

          10,866,321,059  
                 

Other Assets in Excess of Liabilities (9.98%)

            1,204,756,228  
                 

Net Assets (100.00%)

          $ 12,071,077,287  

 

*

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

 

**

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

 

***

Security exempt from registration under Rule 144A of the Securities Act of 1933, as amended. These securities may be sold in certain transactions in reliance on an exemption from registration (normally to qualified institutional buyers). At March 31, 2022, the aggregate value of these securities is $61,117,277 or 0.51% of the Portfolio’s net assets.

 

^

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, 2022 was 0.45%.

 

^^

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, 2022 was 0.96%.

 

^^^

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, 2022 was 1.47%.

 

#

As of March 31, 2022, 1 month EURIBOR was -0.58%.

 

##

As of March 31, 2022, 3 month EURIBOR was -0.57%.

 

###

As of March 31, 2022, 6 month EURIBOR was -0.55%.

 

+

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

 

>>

As of March 31, 2022, 3 month Sterling Overnight Interbank Average Rate was 0.69%.

 

>>>

As of March 31, 2022, 6 month Sterling Overnight Interbank Average Rate was 0.69%.

 

¤¤

As of March 31, 2022, 3 month Stockholm Interbank Offered Rate was -0.05%.

 

vv

As of March 31, 2022, 3 month Secured Overnight Financing Rate was 0.09%.

 

vvv

As of March 31, 2022, 6 month Secured Overnight Financing Rate was 0.07%.

 

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, 2022 was $10,619,149,478, or 87.97% of net assets. As of March 31, 2022, the aggregate cost of each investment restricted to resale was $15,568,606, $10,621,500, $15,366,827, $102,112, $38,102,078, $22,700,000, $2,204,591, $14,353,176, $8,649,925, $2,162,481, $3,600,295, $1,867,514, $5,441,192, $48,970,725, $2,375,601, $16,300,545, $149,888,161, $24,738,060, $11,393,287, $44,578,381, $35,317,661, $150,000, $1, $0, $4,168,272, $17,127,003, $56,634, $114,607,802, $122,578,028, $27,243,271, $3,120,000, $3,629,300, $43,783,284, $107,123,942, $3,933,233, $38,614,270, $94,861,790, $103,079,624, $56,985,983, $9,345,787, $14,134,627, $87,093, $62,584,962, $122,197,138, $151,690,905, $250,000, $219,375, $47,583,000, $1,111,078, $9,683,864, $61,566,000, $252,000, $83,828,190, $8,804,000, $317,827, $172,633, $37,921,966, $22,612,605, $60,480,000, $5,000,000, $2,899,729, $473,334, $23,222,892,

 

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

 

25

 

 

Partners Group Private Equity (Master Fund), LLC

 

(a Delaware Limited Liability Company)

 

 

Consolidated Schedule of Investments –
March 31, 2022 (continued)

 

 

$15,300,854, $60,063,112, $45,225,381, $40,466,519, $37,881,514, $32,126,730, $20,420,705, $7,729,253, $6,996,130, $1,152,500, $52,454,049, $46,801,951, $2,817,098, $28,417,946, $14,874,473, $54,978,238, $90,515,558, $31,820,375, $4,987,424, $71,817,900, $4,632,829, $3,546,000, $64,370,525, $68,399,200, $1,441,200, $7,026,869, $17,510,132, $69,246,328, $6,195,472, $12,009,114, $3,792,769, $264,490, $149,423,941, $89,101,353, $33,206, $83,976,881, $78,503,589, $21,901,395, $14,672,982, $27,818,080, $68,887,918, $88,276,348, $866,635, $18,777,316, $1,045,423, $3,833,799, $8,703,000, $52,429,640, $9,986,562, $92,759,254, $21,615,986, $48,949,162, $3,377,868, $17,052,864, $17,052,864, $18,476,616, $4,520,077, $7,793, $52,258,764, $9,222,921, $62,229,753, $14,595,698, $13,620, $40,775,356, $51,009,931, $41,607,840, $98,273,895, $0, $97,483,897, $6,616,483, $1,063,586, $5,337,259, $91,975,797, $72,269,706, $1,773, $112,190,937, $88,912, $6,358,397, $24,190,919, $764,865, $254,955, $13,722,831, $36,261,531, $2,436,246, $26,015,343, $12,156,155, $1,038,330, $12,231,850, $32,673,281, $34,731,898, $0, $10,158,198, $9,759,587, $1,264,993, $4,718,178, $1,676,123, $1,449,269, $2,169,159, $1,859,280, $990,420, $1,386,678, $1,414,508, $983,713, $6,735,380, $2,547,548, $1,257,228, $1,590,103, $1,687,587, $398,000, $995,062, $987,245, $1,393,150, $1,082,476, $7,012,377, $0, $2,807,811, $-2,391, $2,575,069, $1,691,809, $991,352, $3,550,102, $1,447,336, $1,965,923, $1,881,936, $972,154, $18,542,942, $1,326,521, $980,341, $151,883, $291,312, $2,365,436, $183,333, $1,445,876, $3,315,810, $7,172,041, $1,977,412, $2,958,565, $1,384,156, $1,445,847, $1,267,500, $969,003, $1,687,791, $1,610,398, $1,648,060, $2,839,665, $29,888,064, $1,393,542, $1,194,329, $3,268,635, $4,448,639, $3,458,887, $2,894,059, $1,961,177, $975,105, $1,999,164, $2,075,841, $254,764, $1,337,667, $1,284,596, $29,166,933, $2,184,352, $3,412,500, $1,683,300, $3,866,544, $985,785, $1,588,663, $41,340,805, $3,840,836, $25,126,092, $2,899,855, $2,089,786, $295,213, $799,760, $957,379, $2,272,168, $446,857, $3,902,874, $1,186,076, $1,922,306, $2,728,880, $1,769,705, $2,237,233, $610,608, $2,271,971, $988,488, $3,600,000, $4,157,576, $943,527, $949,180, $982,355, $1,256,347, $985,760, $194,489, $171,342, $1,436,984, $1,323,238, $3,146,356, $3,247,205, $4,878,017, $2,580,743, $962,421, $1,970,169, $2,971,217, $1,980,851, $3,459,072, $988,016, $1,481,587, $6,573,366, $2,587,100, $375,543, $2,572,696, $1,094,785, $900,000, $1,177,313, $4,434,424, $338,302, $2,164,158, $1,191,327, $3,773,072, $990,411, $1,691,500, $527,771, $1,960,465, $983,030, $1,937,823, $1,877,674, $968,869, $1,268,074, $1,289,820, $2,388,000, $1,455,915, $1,881,627, $2,939,551, $2,523,476, $227,755, $2,476,217, $1,180,652, $1,007,965, $2,393,622, $3,649,446, $1,945,627, $1,139,685, $988,228, $1,944,621, $2,985,601, $1,691,500, $1,281,360, $1,194,594, $981,645, $3,664,022, $991,047, $1,782,827, $1,141,369, $1,748,047, $14,704,879, $2,810,425, $995,406, $1,339,895, $2,786,880, $3,967,729, $2,178,722, $3,756,250, $2,951,167, $7,820, $1,478,108, $988,209, $483,098, $1,987,721, $2,625,988, $1,871,945, $971,725, $1,881,541, $3,880,689, $807,148, $1,254,870, $1,159,328, $33,048, $3,118,836, $983,236, $25,959,029, $6,611,058, $2,677,875, $1,342,305, $1,440,081, $-617, $2,215,632, $968,359, $2,106,663, $2,422,614, $631,758, $1,267,646, $966,206, $519,395, $2,395,302, $43,075,059, $983,687, $975,649, $988,611, $1,609,874, $1,383,375, $979,106, $2,666,597, $3,465,965, $3,646,032, $3,561,394, $74,304, $2,946,682, $613,333, $2,178,269, $3,863,285, $2,291,361, $1,960,000, $1,278,328, $3,055,512, $2,978,697, $7,072,573, $2,927,946, $2,996,373, $2,668,472, $497,500, $2,914,027, $21,974,984, $2,296,934, $13,532,889, $675,613, $2,272,863, $1,850,035, $4,537,196, $2,464,028, $0, $2,972,039, $13,380,481, $2,725,016, $35,903,973, $2,813,912, $964,869, $1,168,108, $5,185,926, $19,485,767, $27,108,668, $5,429,203, $805,174, $1,124,662, $230,278, $1,374,274, $1,358,948, $3,427,557, $463,061, $8,719,832, $1,765,502, $1,405,231, $1,262,987, $1,075,954, $2,135,874, $1,021,257, $1,478,586, $1,571,825, $1,493,031, $1,683,000, $1,791,078, $3,269,399, $1,676,243, $1,876,730, $2,883,895, $2,772,799, $5,902,528, $1,144,793, $1,281,336, $1,375,683, $2,879,601, $3,580,558, $1,549,766, $-2,962, $4,379,789, $27,967,575, $1,267,613, $980,465, $1,496,252, $9,097,530, $1,834,873, $579,174, $2,330,990, $2,680,116, $16,229,562, $1,782,568, $1,783,584, $988,246, $2,750,701, $2,730,963, $4,047,149, $3,885,413, $5,492,974, $1,732,391, $2,500,000, $10,380, $1,423,091, $46,234,274, $12,122,013, $116,273, $53,395, $441,558, $37,207,990, $3,406,147, $1, $93,611, $1, $28,303,863, $426,154, $1, $282, $23,295,491, $1,643,691, $1, $0, $1, $1, $8,031,619, $2,569,506, $4,718,516, $409,976, $2,545,285, $2,011,623, $6,961,932, $1, $1,158,141, $53,175,785, $2,486,893, $1, $24,035,052, $24,613,529, $1, $1, $1, $1, $2, $31,457,032, $73,811,111, $27,361,734, $1, $1, $275,058, $1,321,844, $3,792,590, $3, $2,615,244, $1, $470,921, $4,589,572, $5,421,000, $41,278,474, $1,099,657, $1, $2, $8, $413,158, $1,169,742, $27,004, $8,996,847, $41,322,520, $34,549,063, $5, $34,259,162, $1, $4,806,484, $4,092,467, $17,471,827, $1, $1, $1, $976,754, $1,082,285, $146,229, $316,004, $11,483,556, $1, $2,660,763, $3, $1, $1, $856,679, $2,178, $155,485, $332,525, $11,722,752, $1, $1, $62,947, $1,613,946, $2,229,508, $53,619,413, $1, $20,228,350, $1, $1, $1, $1, $1, $1,653, $72,602, $32,436,442, $101,954, $390,786, $2,326,146, $178,721, $11,801,893, $7,946,487, $0, $1, $10,501,327, $0, $0, $26,121,241, $7,813,628, $6,201,001, $13,522,509, $0, $985,021, $1,182,233, $8,857,693, $4,334,329, $2,659,244, $4,407,451, $9,815,042, $2,272,585, $2,979,439, $11,869,263, $16,230,878, $78,437, $1, $6,287,744, $1,089,799, $219,478, $1,417,651, $14,535,874, $3,905,000, $8,866,854, $7,032,330, $4,786,011, $47,063,454, $341,517, $1, $6,075,547, $1,880,478, $12,365,006, $0, $1, $2,034,000, $14,010,246, $1, $115,252, $9,878,807, $1,328,713, $506,700, $6,648,088, $0, $23,182,194, $4,561,982, $5,324,429, $5,044,156, $0, $1,064,790, $14,778,990, $1, $8,177,565, $5,364,532, $7,255,319, $675,000, $4,578,034, $4,741,299, $3,230,358, $0, $16,047,936, $5,971, $0, $6,165,000, $9,430,174, $9,111,918, $0, $10,259,987, $3,825,000, $2,700,000, $918,750, $200,000, $2,460,466, $5,062,127, $1, $1,087,036, $657,000, $31,463, $6,432,050, $279,000, $16,655,926, $6,748,350, $7,522,003, $954, $26,410,155, $0, $1,251,976, $1, $1,512,685, $1,504,577, $3,681,362, $867,750, $465,500, $1, $1, $330,000, $8,887,500, $3,105,000, $7,506,328, $4,241,676, $1, $5,452,592, $0, $1, $5,110,807, $0, $18,015,410, $18,137,984, $14,586,019, $1, $11,483,556, $6,811,857, $500,000, $8,447,500, $1, $12,102,241, $0, $1, $5,201,153, $2,637,866, $4,634,697, $43,755,961, $1,471,422, $13,782,147, $1, $2,691,549, $9,636,558, $1,009,235, $1,056,443, $0, $7,108,572, $2,922,966, $9,372,271, $1, $18,029,412, $396,311, $4,594,420, $6,669,487, $0, $1,198,548, $443,693, $1,352,050, $16,075,269, $1, $1, $10,702,528, $5,847,475, $0, $11,636,448, $9,140,988, $2,111,416, $1, $20,866,704, $0, $9,546,095, $7,131,553, $0, $20,136,634, $4,905,156, $932,047, $0, $19,142,756, $0, $3,767,553 and $17,384,421, respectively, totaling $7,495,116,659.

 

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

 

26

 

 

Partners Group Private Equity (Master Fund), LLC

 

(a Delaware Limited Liability Company)

 

 

Consolidated Schedule of Investments –
March 31, 2022 (continued)

 

 

b

Represents an affiliated issuer.

 

c

Investment does not issue shares.

 

d

Non-income producing.

 

e

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

 

f

Security or a portion thereof is unsettled at March 31, 2022.

 

Legend:

 

£ - British Pound

€ - Euro

E - EURIBOR

L - LIBOR

zl - Polish Zloty

S - Sterling Overnight Interbank Average Rate

SF - Secured Overnight Financing Rate

SR - Stockholm Interbank Offered Rate

Fr. - Swiss Franc

PIK - Payment-in-kind

 

 

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

 

27

 

 

Partners Group Private Equity (Master Fund), LLC

 

(a Delaware Limited Liability Company)

 

 

Consolidated Schedule of Investments –
March 31, 2022 (continued)

 

 

A summary of outstanding financial instruments at March 31, 2022 is as follows:

 

Forward Foreign Currency Contracts

                               

Settlement Date

Counterparty

 

Currency
Purchased

   

Currency
Sold

   

Value

   

Unrealized
Appreciation
(Depreciation)

 

April 27, 2022

Bank of America

  $ 57,676,732     51,000,000     $ 56,990,752     $ 685,980  

April 27, 2022

Bank of America

  86,000,000     $ 96,085,598       96,102,052       16,454  

April 27, 2022

Bank of America

  86,000,000     $ 96,102,790       96,102,052       (738 )

April 27, 2022

Barclays

  $ 91,325,304     80,000,000       89,397,258       1,928,046  

April 27, 2022

Barclays

  $ 92,452,274     81,000,000       90,514,723       1,937,551  

April 27, 2022

Barclays

  $ 92,478,048     81,000,000       90,514,723       1,963,325  

April 27, 2022

Barclays

  $ 57,676,002     51,000,000       56,990,752       685,250  

April 27, 2022

Barclays

  86,000,000     $ 96,100,580       96,102,052       1,472  

April 27, 2022

Barclays

  86,000,000     $ 96,117,840       96,102,052       (15,788 )

May 18, 2022

Barclays

  $ 79,594,298     70,000,000       77,968,852       1,625,446  

May 18, 2022

Barclays

  $ 79,594,998     70,000,000       77,968,852       1,626,146  

May 18, 2022

Barclays

  $ 79,597,098     70,000,000       77,968,852       1,628,246  

May 18, 2022

Barclays

  $ 79,373,866     69,800,000       77,746,084       1,627,782  

June 22, 2022

Bank of America

  $ 90,302,795     82,000,000       91,450,293       (1,147,498 )

June 22, 2022

Bank of America

  $ 90,216,080     82,000,000       91,450,293       (1,234,213 )

June 22, 2022

Bank of America

  $ 82,504,195     £ 63,300,000       83,266,430       (762,235 )

June 22, 2022

Bank of America

  $ 90,313,972     82,000,000       91,450,293       (1,136,321 )

June 22, 2022

Bank of America

  $ 88,668,319     80,500,000       89,777,422       (1,109,103 )

June 22, 2022

Bank of America

  $ 90,326,280     82,000,000       91,450,293       (1,124,013 )

June 22, 2022

Bank of America

  $ 90,332,053     82,000,000       91,450,293       (1,118,240 )

June 22, 2022

Bank of America

  $ 82,490,009     £ 63,300,000       83,266,429       (776,420 )

June 22, 2022

Bank of America

  $ 82,256,112     £ 63,100,000       83,003,344       (747,232 )

June 22, 2022

Bank of America

  $ 82,509,062     £ 63,300,000       83,266,429       (757,367 )

June 22, 2022

Bank of America

  $ 90,243,181     82,000,000       91,450,293       (1,207,112 )

June 22, 2022

Bank of America

  $ 76,373,247     Fr. 71,000,000       77,405,504       (1,032,257 )

June 22, 2022

Bank of America

  $ 66,781,967     zl 289,600,000       68,945,944       (2,163,977 )

June 22, 2022

Barclays

  $ 76,293,871     Fr. 71,000,000       77,405,504       (1,111,633 )

June 22, 2022

Barclays

  $ 66,859,997     zl 289,600,000       68,945,943       (2,085,946 )

July 06, 2022

Bank of America

  $ 96,402,165     86,000,000       95,943,731       458,434  

July 13, 2022

Barclays

  $ 96,448,493     86,000,000       95,976,745       471,748  

July 20, 2022

Bank of America

  $ 96,453,756     86,000,000       96,011,132       442,624  

July 27, 2022

Barclays

  $ 96,502,483     86,000,000       96,047,091       455,392  
                              $ (1,976,197 )

 

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

 

28

 

 

Partners Group Private Equity (Master Fund), LLC

 

(a Delaware Limited Liability Company)

 

 

Consolidated Statement of Assets and Liabilities –
March 31, 2022

 

 

Assets

       

Unaffiliated Private Equity Investments, at fair value (cost $4,927,025,584)

  $ 7,162,853,857  

Affiliated Private Equity Investments, at fair value (cost of $2,568,091,075)

    3,456,295,621  

Common stocks, at fair value (cost $138,564,191)

    186,054,304  

Asset-Backed Securities, at fair value (cost $62,959,837)

    61,117,277  

Cash and cash equivalents

    1,174,478,161  

Cash denominated in foreign currencies (cost $36,131,481)

    36,386,378  

Deposit for investments

    138,513,080  

Investment sales receivable

    22,687,633  

Unaffiliated dividends and interest receivable

    3,862,957  

Unrealized appreciation on forward foreign currency contracts

    15,553,896  

Other receivable

    5,621,691  

Prepaid assets

    693,571  

Total Assets

  $ 12,264,118,426  
         

Liabilities

       

Investment purchases payable

    23,101,332  

Distribution, servicing and transfer agency fees payable

    12,844,189  

Unrealized depreciation on forward foreign currency contracts

    17,530,093  

Repurchase amounts payable for tender offers

    87,726,578  

Due to broker

    510,000  

Incentive fee payable

    14,587,637  

Management fees payable

    30,296,664  

Dividends payable

    4,925  

Professional fees payable

    984,756  

Line of credit fees payable

    2,311,667  

Accounting and administration fees payable

    2,979,953  

Custodian fees payable

    129,596  

Other payable

    33,749  

Total Liabilities

  $ 193,041,139  
         

Commitments and contingencies (See note 11)

       
         

Net Assets

  $ 12,071,077,287  
         

Net Assets consists of:

       

Paid-in capital

  $ 9,328,764,774  

Distributable earnings (accumulated loss)

    2,742,312,513  

Total Net Assets

  $ 12,071,077,287  
         

Class A Units

       

Net assets

  $ 6,367,380,537  

Units outstanding

    805,930,066  

Net asset value per unit

  $ 7.90  

Class I Units

       

Net assets

  $ 5,703,696,750  

Units outstanding

    704,280,328  

Net asset value per unit

  $ 8.10  

 

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

 

29

 

 

Partners Group Private Equity (Master Fund), LLC

 

(a Delaware Limited Liability Company)

 

 

Consolidated Statement of Operations –
For the Year Ended March 31, 2022

 

 

Investment Income

       

Dividends from unaffiliated investments (net of $221,942 withholding tax)

  $ 46,795,941  

Dividends from affiliated investments

    10,478,023  

Interest from unaffiliated investments

    60,229,359  

Interest from affiliated investments

    119,839  

Transaction fee income from unaffiliated issuers

    6,421,949  

Transaction fee income from affiliated issuers

    13,997,816  

Other fee income

    2,845,453  

Total Investment Income

    140,888,380  
         

Operating Expenses

       

Incentive fees

    185,356,773  

Management fees

    157,636,187  

Professional fees

    15,996,636  

Line of credit fees

    12,172,381  

Accounting and administration fees

    6,608,899  

Board of Managers’ fees

    549,503  

Custodian fees

    400,946  

Insurance expense

    390,480  

Distribution and servicing fees

       

Class A Units

    36,710,310  

Transfer agency fees

       

Class A Units

    1,405,887  

Class I Units

    946,646  

Other expenses

    719,029  

Total Expenses

    418,893,677  
         

Net Investment Loss

    (278,005,297 )
         

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

    191,295,307  

Net realized gain from affiliated investments

    461,450,228  

Net realized loss on foreign currency transactions

    (2,770,570 )

Net realized gain on forward foreign currency contracts

    110,346,971  

Net realized gain distributions from primary and secondary investments

    133,209,400  

Net change in accumulated unrealized appreciation (depreciation) on:

       

Unaffiliated investments

    961,876,873  

Affiliated investments

    73,630,401  

Foreign currency translation

    625,026  

Forward foreign currency contracts

    (22,341,419 )
         

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

    1,907,322,217  
         

Net Increase (Decrease) in Net Assets From Operations

  $ 1,629,316,920  

 

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

 

30

 

 

Partners Group Private Equity (Master Fund), LLC

 

(a Delaware Limited Liability Company)

 

 

Consolidated Statements of Changes in Net Assets –

 

 

   

For the Year
Ended
March 31, 2022

   

For the
Year Ended
March 31, 2021

 

Increase (decrease) in Net Assets resulting from operations:

               

Net investment loss

  $ (278,005,297 )   $ (175,876,505 )

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

    893,531,336       171,096,846  

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

    1,013,790,881       1,921,915,198  

Net increase in Net Assets resulting from operations

  $ 1,629,316,920     $ 1,917,135,539  
                 

Distributions to Members from:

               

Distributable earnings

    (635,114,301 )     (110,076,216 )

Total distributions to Members

  $ (635,114,301 )   $ (110,076,216 )
                 

Capital transactions (See note 5):

               

Issuance of common Units

               

Class A Units

  $ 1,628,448,482     $ 549,269,558  

Class I Units

    1,383,887,488       556,145,741  

Reinvestment of common Units

               

Class A Units

    323,147,235       57,245,617  

Class I Units

    249,683,999       42,033,352  

Redemption of common Units

               

Class A Units

    (133,915,738 )     (159,149,894 )

Class I Units

    (161,695,394 )     (148,388,610 )

Proceeds from shares issued in connection with the tax-free reorganization

               

Class A Shares

          10,215  

Class I Shares

          64,572,607  

Exchanges of common Units

               

Class A Units

    (48,671,363 )     (11,968,050 )

Class I Units

    48,671,363       11,968,050  

Total increase in Net Assets resulting from capital transactions

  $ 3,289,556,072     $ 961,738,586  
                 

Total increase in Net Assets

  $ 4,283,758,691     $ 2,768,797,909  
                 

Net Assets at beginning of year

  $ 7,787,318,596     $ 5,018,520,687  

Net Assets at end of year

  $ 12,071,077,287     $ 7,787,318,596  

 

 

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

 

31

 

 

Partners Group Private Equity (Master Fund), LLC

 

(a Delaware Limited Liability Company)

 

 

Consolidated Statement of Cash Flows –
For the Year Ended March 31, 2022

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

       

Net Increase in Net Assets from Operations

  $ 1,629,316,920  

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

    (1,035,507,274 )

Net change in unrealized appreciation on forward foreign currency contracts

    22,341,419  

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

    (893,531,336 )

Purchases of Investments

    (3,836,698,233 )

Interest income pay-in-kind

    (7,279,667 )

Dividend income pay-in-kind

    (2,091,264 )

Proceeds from sales of investments

    1,890,522,613  

Net realized gain on forward foreign currency contracts

    110,346,971  

Net realized gain distributions from primary and secondary investments

    133,209,400  

Amortization of premium and accretion of discount

    (1,906,203 )

Increase in investment sales receivable

    (8,409,459 )

Increase in deposit of investments

    (21,004,422 )

Decrease in interest receivable

    329,569  

Increase in dividends receivable

    (8,634 )

Decrease in other receivable

    7,067,496  

Decrease in prepaid assets

    685,715  

Decrease in investment purchases payable

    (24,026,649 )

Increase in dividends payable

    232  

Decrease in due to broker

    (22,310,000 )

Increase in management fees payable

    9,671,650  

Increase in distribution, servicing and transfer agency fees payable

    5,119,305  

Increase in professional fees payable

    671,259  

Increase in line of credit fees

    1,311,667  

Increase in accounting and administrative fees payable

    660,579  

Decrease in tax free reorganization payable

    (301,058 )

Decrease in custodian fees payable

    (23,986 )

Decrease in other payable

    (335,217 )

Decrease in incentive fees payable

    (36,737,896 )

Net Cash (Used in) Operating Activities

    (2,078,916,503 )
         

CASH FLOWS FROM FINANCING ACTIVITIES

       

Proceeds from issuance of Units

    3,012,335,970  

Distributions paid

    (62,283,067 )

Payments for Units redeemed

    (269,841,862 )

Net Cash Provided by Financing Activities

    2,680,211,041  
         

Net change in cash and cash equivalents

    601,294,538  
         

Effect of exchange rate changes on cash

    (2,770,570 )
         

Cash and cash equivalents at beginning of year

    612,340,571  

Cash and cash equivalents at end of year(1)

  $ 1,210,864,539  

 

(1)

Balance includes cash and cash equivalents and cash denominated in foreign currencies of $1,174,478,161 and $36,386,378, respectively.

 

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

 

32

 

 

Partners Group Private Equity (Master Fund), LLC

 

(a Delaware Limited Liability Company)

 

 

Consolidated Financial Highlights –

 

 

   

Class A

 
   

Year Ended
March 31,
2022

   

Year Ended
March 31,
2021

   

Year Ended
March 31,
2020

   

Year Ended
March 31,
2019

   

Year Ended
March 31,
2018

 

Per Unit Operating Performance:(1)

                                       

Net asset value, beginning of year

  $ 7.10     $ 5.32     $ 5.73     $ 5.51     $ 5.17  

Income from investment operations:

                                       

Net investment income (loss)(2)

    (0.24 )     (0.20 )     (0.10 )     (0.05 )     0.20  

Net realized and unrealized gains (losses) on investments(2)

    1.52       2.09       (0.14 )     0.55       0.40  

Net increase (decrease) in net assets resulting from operations

    1.28       1.89       (0.24 )     0.50       0.60  

Distributions from:

                                       

Net investment income

                      (0.03 )     (0.10 )

Net realized gains

    (0.48 )     (0.11 )     (0.17 )     (0.25 )     (0.16 )

Total distributions

    (0.48 )     (0.11 )     (0.17 )     (0.28 )     (0.26 )

Net asset value, end of year

  $ 7.90     $ 7.10     $ 5.32     $ 5.73     $ 5.51  
                                         

Total Return(3)

    18.12 %     36.48 %     (4.69 )%     9.36 %     11.65 %
                                         

Ratios and supplemental data:

                                       

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

  $ 6,367,381     $ 4,098,863     $ 2,705,680     $ 2,243,031     $ 1,725,576  

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

    (1.29 )%     (1.00 )%     (0.52 )%     0.15 %     5.10 %

Ratio of gross expenses to average net assets, excluding Incentive Fee(4)(5)

    2.72 %     2.77 %     2.87 %     2.84 %     2.78 %

Ratio of Incentive Fee to average net assets

    1.88 %     2.10 %     1.15 %     1.12 %     1.31 %

Ratio of gross expenses and Incentive Fee to average net assets(4)(5)

    4.60 %     4.87 %     4.02 %     3.96 %     4.09 %

Ratio of expense waivers to average net assets

    %     %     %     %     %

Ratio of net expenses and Incentive Fee to average net assets(5)

    4.60 %     4.87 %     4.02 %     3.96 %     4.09 %

Ratio of net expenses to average net assets, excluding Incentive Fee(5)

    2.72 %     2.77 %     2.87 %     2.84 %     2.78 %
                                         

Portfolio Turnover

    20.77 %     19.36 %     13.35 %     21.75 %     23.58 %

 

(1)

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

 

(2)

Calculated using average units outstanding.

 

(3)

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

 

(4)

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

 

(5)

Ratio does not include expenses of Primary and Secondary Investments.

 

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

 

33

 

 

Partners Group Private Equity (Master Fund), LLC

 

(a Delaware Limited Liability Company)

 

 

Consolidated Financial Highlights –

 

 

   

Class I

 
   

Year Ended
March 31,
2022

   

Year Ended
March 31,
2021

   

Year Ended
March 31,
2020

   

Year Ended
March 31,
2019

   

Year Ended
March 31,
2018

 

Per Unit Operating Performance:(1)

                                       

Net asset value, beginning of year

  $ 7.21     $ 5.37     $ 5.75     $ 5.52     $ 5.18  

Income from investment operations:

                                       

Net investment income (loss)(2)

    (0.19 )     (0.16 )     (0.06 )     (0.01 )     0.25  

Net realized and unrealized gain (loss) on investments(2)

    1.56       2.11       (0.14 )     0.56       0.38  

Net increase (decrease) in net assets from operations

    1.37       1.95       (0.20 )     0.55       0.63  

Distributions from:

                                       

Net investment income (loss)

                (0.01 )     (0.07 )     (0.13 )

Net realized gains (losses)

    (0.48 )     (0.11 )     (0.17 )     (0.25 )     (0.16 )

Total distributions

    (0.48 )     (0.11 )     (0.18 )     (0.32 )     (0.29 )

Net asset value, end of year

  $ 8.10     $ 7.21     $ 5.37     $ 5.75     $ 5.52  
                                         

Total Return after Incentive Fee(3)

    18.95 %     37.44 %     (4.00 )%     10.14 %     12.42 %
                                         

Ratio and Supplemental Data:

                                       

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

  $ 5,703,697     $ 3,688,456     $ 2,312,841     $ 1,997,140     $ 1,556,972  

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

    (0.56 )%     (0.29 )%     0.20 %     0.86 %     5.95 %

Ratio of gross expenses to average net assets, excluding Incentive Fee(4)(5)

    2.00 %     2.05 %     2.13 %     2.12 %     2.10 %

Ratio of Incentive Fee to average net assets

    1.89 %     2.12 %     1.14 %     1.12 %     1.33 %

Ratio of gross expenses and Incentive Fee to average net assets(4)(5)

    3.89 %     4.17 %     3.27 %     3.24 %     3.43 %

Ratio of expense waivers to average net assets

    %     %     %     %     %

Ratio of net expenses and Incentive Fee to average net assets(5)

    3.89 %     4.17 %     3.27 %     3.24 %     3.43 %

Ratio of net expenses to average net assets, excluding Incentive Fee(5)

    2.00 %     2.05 %     2.13 %     2.12 %     2.10 %
                                         

Portfolio Turnover

    20.77 %     19.36 %     13.35 %     21.75 %     23.58 %

 

(1)

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

 

(2)

Calculated using average units outstanding.

 

(3)

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

 

(4)

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

 

(5)

Ratio does not include expenses of Primary and Secondary Investments.

 

 

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

 

34

 

 

Partners Group Private Equity (Master Fund), LLC

 

(a Delaware Limited Liability Company)

 

 

Notes to Consolidated Financial Statements – March 31, 2022

 

 

1. Organization

 

Partners Group Private Equity (Master Fund), LLC (the “Fund”) is a Delaware limited liability company that was organized on August 4, 2008 and commenced operations on July 1, 2009. The Fund is registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), as a non-diversified, closed-end management investment company. The Fund has filed an application to register units of limited liability company interests in the Fund (“Units”) under the Securities Act of 1933 as amended (the “1933 Act”). The Fund is managed by Partners Group (USA) Inc. (the “Adviser”), an investment adviser registered under the Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”) pursuant to 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, a committee of the Board, or the Adviser, as it did in causing the Fund to enter into the Investment Management Agreement. The Fund’s investment objective is to seek attractive long-term capital appreciation by investing in a wholly owned diversified portfolio of private equity and debt investments including infrastructure. The Fund makes investments directly and through its wholly owned subsidiaries, Partners Group Private Equity (Subholding), LLC (the “Onshore Subsidiary”), Partners Group Private Equity (Luxembourg) S.à r.l (the “Offshore Subsidiary”, and together with the Onshore Subsidiary, the “Subsidiaries”), and Partners Group Revolver Pooling PGPE, LLC (the “Revolver Subsidiary” and together with the Onshore Subsidiary and the Offshore 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”).

 

The Fund has elected to be treated for U.S. federal income tax purposes and intends to qualify annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).

 

The Fund currently offers two classes of Units designated as Class A Units (the “Class A Units”) and Class I Units (the “Class I Units”). In the future it may offer additional classes of Units. The Class A Units and the Class I Units have, and each additional class of Units issued by the Fund, if any, will have, different characteristics, particularly in terms of the sales charges that holders of the Fund’s Units of any such class bear, and the distribution and service fees, if any, and other class specific expenses, if any, 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.

 

Although each class of Units represents a pro-rata interest in the Fund, each class votes separately on class-specific matters. Realized and unrealized gains and losses and net investment income and losses, other than class-specific expenses, are allocated daily to each class of Units based on the relative net assets of each class to the total net assets of the Fund.

 

On December 31, 2020, the Fund acquired all of the net assets of Partners Group Private Income Opportunities, LLC (the “Acquired Fund”), a closed-end management investment company, in a Tax-Free reorganization in exchange for Units, pursuant to a plan of Tax-Free reorganization approved by the Acquired Fund’s shareholders on December 14, 2020. For financial reporting and investor balance reporting purposes, assets received and Units issued by the Fund were recorded at fair value; however, the cost basis of the investments received from the Acquired Fund was carried forward to align ongoing reporting of the Fund’s realized gains and losses with amounts distributable to holders of Units for tax purposes.

 

For each Class A Shares of the Acquired Fund exchanged, the holder received 0.7164 Class A Units of the Fund.

 

For each Class I Shares of the Acquired Fund exchanged, the holder received 0.7094 Class I Units of the Fund.

 

The Fund received net assets from the Acquired Fund as the result of the Tax-Free reorganization as follows:

 

Shares of the Fund
Issued

Acquired Fund’s Net
Assets Received

Unrealized
Depreciation
1

Net Assets of the
Fund Immediately
Prior to Tax-Free
Reorganization

Net Assets of the
Fund Immediately
After Tax-Free
Reorganization

  $9,515,434 $64,582,822 $(1,563,380) $6,706,541,721 $6,771,124,543

 

1

Unrealized Depreciation is included in the Net Assets Received amount shown above.

 

35

 

 

Partners Group Private Equity (Master Fund), LLC

 

(a Delaware Limited Liability Company)

 

 

Notes to Consolidated Financial Statements – March 31, 2022 (continued)

 

 

2. Significant Accounting Policies

 

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

 

a. Basis of Accounting

 

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

 

b. Valuation of Investments

 

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

 

The Adviser determines 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”), which 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 multiples, discounted cash flow and market data from third party pricing services. The Adviser makes valuation assumptions based on market conditions existing at the end of each reporting period. Quoted market prices or dealer quotes for certain similar instruments are used for debt investments where appropriate. Other techniques, such as option pricing models and estimated discounted value of future cash flows, are used to determine fair value for the remaining financial instruments. Because of the inherent uncertainty of estimates, fair value determinations based on estimates may differ from the values that would have been used had a ready market for the securities existed, and the differences could be material.

 

Private Equity Fund Investments

 

The fair values of Private Equity Fund Investments determined by the Adviser in accordance with the Valuation Procedures are estimates. These estimates are net of management and performance incentive fees or allocations payable pursuant to the respective organizational documents of the Private Equity Fund Investments. Ordinarily, the fair value of a Private Equity Fund Investment is based on the net asset value of that Private Equity Fund Investment reported by its investment manager. If the Adviser determines that the most recent net asset value reported by the investment manager of a Private Equity Fund Investment does not represent fair value or if the manager of a Private Equity Fund Investment fails to report a net asset value to the Fund, a fair value determination is made by the Adviser in accordance with the Valuation Procedures. In making that determination, the Adviser will consider whether it is appropriate, 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.

 

In virtually every Private Equity Fund Investment made by the Fund (for the purposes of this paragraph an “Investee”), the Fund has no right to cause the Investee or any third party to purchase the Fund’s investment in the Investee, at the end of the term of such investment, or at any other time. As a result, in the typical Private Equity Fund Investment made by the Fund, the Fund expects to realize on the value of its remaining investment through distributions resulting from the liquidation of the underlying assets of the Investee at the end of the investment’s term.

 

36

 

 

Partners Group Private Equity (Master Fund), LLC

 

(a Delaware Limited Liability Company)

 

 

Notes to Consolidated Financial Statements – March 31, 2022 (continued)

 

 

2. Significant Accounting Policies (continued)

 

Daily Traded Investments

 

The fair values of financial instruments traded in active markets are based on quoted market prices at the end of the reporting period. The quoted market price used is the price within the bid-ask spread which is considered most representative of fair value at the end of the reporting period. The fair values of financial instruments traded in active markets may be discounted based upon lock-up restrictions.

 

The fair value of asset-backed securities is determined by price quotations from unaffiliated market markers, financial institutions that regularly trade similar investments or independent valuation agents using industry standard valuation models.

 

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

 

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

 

c. Cash and Cash Equivalents

 

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

 

d. Foreign Currency Translation

 

The books and records of the Fund are maintained in U.S. Dollars. Generally, valuations of assets and liabilities denominated in currencies other than the U.S. Dollar are translated into U.S. Dollar equivalents using valuation date exchange rates, while purchases, realized gains and losses, income and expenses are translated at transaction date exchange rates. As of March 31, 2022, the Fund’s investments denominated in foreign currencies were as follows:

 

Currency

 

Number of
investments

 

Australian Dollars

    5  

Brazilian Reals

    1  

Canadian Dollars

    8  

Danish Kroner

    4  

Euros

    186  

Indian Rupees

    2  

Japanese Yen

    1  

Norwegian Kroner

    2  

Philippine Peso

    1  

Pounds Sterling

    36  

Singapore Dollars

    1  

Swedish Kronor

    4  

Swiss Francs

    3  

 

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.

 

37

 

 

Partners Group Private Equity (Master Fund), LLC

 

(a Delaware Limited Liability Company)

 

 

Notes to Consolidated Financial Statements – March 31, 2022 (continued)

 

 

2. Significant Accounting Policies (continued)

 

e. Forward Foreign Currency Exchange Contracts

 

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

 

During the year ended March 31, 2022, the Fund entered into 152 long/short forward foreign currency exchange contracts. As disclosed in the Consolidated Statement of Assets and Liabilities, the Fund had $15,553,896 in unrealized appreciation and $17,530,093 in unrealized depreciation on forward foreign currency exchange contracts. As disclosed in the Consolidated Statement of Operations, the Fund had $110,346,971 in net realized gains (losses) and $(22,341,419) change in net unrealized appreciation (depreciation) on forward foreign currency contracts. The outstanding forward foreign currency exchange contract amounts at March 31, 2022 are representative of contract amounts during the period.

 

f. Investment Income

 

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

 

For certain Direct Investments, the Fund classifies various types of non-interest income received as either other income or transaction income. Other income includes transfer fees, amendment fees, and unfunded fees. Transaction income includes break-up fees, directors’ fees, financial advisory fees, topping fees, investment banking fees, monitoring fees, organizational fees, and syndication fees. Transaction income is classified as extraordinary income, as are other fees payable to the Fund attributable to Direct Investments or unconsummated transactions.

 

g. Interest and Dividend Income

 

Dividend income is recorded on the ex-dividend date, except certain dividends from foreign securities and Direct Equity Investments where the ex-dividend date may have passed, which are recorded as soon as a Fund is informed of the ex-dividend date. Interest income, adjusted for the accretion of discounts and amortization of premiums, is recorded on an accrual basis from settlement date, except for securities with a forward starting effective date, where interest income is recorded on the accrual basis from effective date.

 

h. 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 lines of credit; fees for data and software providers; costs of insurance; registration expenses; fees of Independent Managers; and expenses of meetings of the Board, including reimbursement of the Independent Managers for their expenses in attending meetings of the Board.

 

i. Costs Relating to Purchases of Secondary Investments

 

Costs relating to purchases of Secondary Investments include the amortization of deferred payments on Secondary Investments. Such amortization expense is recognized on a monthly basis until the due date of a deferred payment. At the due date the net present value of the payment equals the notional amount due to the respective counterparty.

 

38

 

 

Partners Group Private Equity (Master Fund), LLC

 

(a Delaware Limited Liability Company)

 

 

Notes to Consolidated Financial Statements – March 31, 2022 (continued)

 

 

2. Significant Accounting Policies (continued)

 

j. Income Taxes

 

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

 

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

 

As noted above, the Fund has elected to be treated for U.S. federal income tax purposes, and intends to qualify annually, as a RIC under Subchapter M of the Code. If the Fund were to fail to meet the requirements of Subchapter M to qualify as a RIC, and if the Fund were ineligible to or otherwise were not to cure such failure, the Fund would be subject to tax on its taxable income at corporate rates, whether or not distributed to Members, and all distributions of earnings and profits would be taxable to Members as ordinary income. In addition, the Fund could be required to recognize unrealized gains, pay substantial taxes and interest, and make substantial distributions until it requalifies as a RIC that is accorded special tax treatment under Subchapter M. In order to comply with the requirements of Subchapter M, the Fund must distribute substantially all of its taxable income and gains to holders of Fund Units and meet certain diversification and income requirements with respect to its investments. The Onshore Subsidiary will continue to be treated as an association taxable as a corporation for U.S. federal income tax purposes. The Offshore Subsidiary will continue to be treated as an entity separate from its sole owner, the Fund, and thus is disregarded, for U.S. federal income tax purposes. The Revolver Subsidiary is treated as an association taxable as a corporation for U.S. federal income tax purposes. In preparing its consolidated financial statements, the Onshore Subsidiary is required to recognize its estimate of income taxes for Federal and State purposes as a deferred tax asset or liability. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. If the Onshore Subsidiary has a deferred tax asset, consideration is given to whether a valuation allowance is required. The Offshore Subsidiary is not subject to U.S. federal and state income taxes. The Revolver Subsidiary is not subject to U.S. federal or state income taxes for the current period ended March 31, 2022.

 

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, 2022, the tax years from the year 2017 forward remain subject to examination by the major tax jurisdictions under the statute of limitations.

 

During the fiscal year ended March 31, 2022, the Fund reclassified $95,080,211 from undistributed net investment income, $(169,429,308) of accumulated net realized gain (loss) on investments and forward foreign currency contracts and $0 of accumulated net unrealized appreciation on investments, forward foreign currency contracts, and $0 of foreign currency translation, to paid-in capital.

 

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

 

k. Use of Estimates

 

The preparation of financial statements in conformity with U.S. GAAP requires the Fund to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements, as well as the reported increases and decreases in capital from operations during the reporting period. Actual results may differ from those estimates.

 

l. Consolidated Financial Statements

 

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

 

39

 

 

Partners Group Private Equity (Master Fund), LLC

 

(a Delaware Limited Liability Company)

 

 

Notes to Consolidated Financial Statements – March 31, 2022 (continued)

 

 

2. Significant Accounting Policies (continued)

 

m. Disclosures about Offsetting Assets and Liabilities

 

The Fund is subject to disclosure requirements 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.

 

For financial reporting purposes, the Fund does not offset derivative assets and liabilities that are subject to Master Netting Agreements (“MNA”) or similar arrangements in the Consolidated Statement of Assets and Liabilities. The table below presents the amounts of the Fund’s derivative assets and liabilities as of March 31, 2022: gross, net of amounts available for offset under a MNA, and net of the related collateral received and/or pledged, if any, by the Fund:

 

Counterparty

 

Derivative Assets
Subject to a MNA
with Counterparty

   

Financial
Instruments
Available for Offset

   

Collateral
Received
1

   

Net Amount2

 

Bank of America

  $ 1,603,492     $ 1,603,492     $     $  

Barclays

  $ 13,950,404     $ 3,213,367     $     $ 10,737,037  

 

Counterparty

 

Derivative Liabilities
Subject to a MNA
with Counterparty

   

Financial Instruments
Available for Offset

   

Collateral
Pledged
1

   

Net Amount3

 

Bank of America

  $ 14,316,726     $ 1,603,492     $ 510,000     $ 12,203,234  

Barclays

  $ 3,213,367     $ 3,213,367     $     $  

 

1

In some instances, the actual collateral received and/or pledged may be more than the amount shown here due to overcollateralization.

2

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

3

Net amount represents the net amount due from the Fund to the counterparty in the event of default.

 

n. Recently Adopted Accounting Pronouncement

 

In March 2020, FASB issued ASU No. 2020-04, Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial Reporting to provide relief to companies that will be impacted by the expected change in benchmark interest rates at the end of 2021, when participating banks will no longer be required to submit London Interbank Offered Rate (LIBOR) quotes by the UK Financial Conduct Authority (FCA). The new guidance allows companies to account for modifications as a continuance of the existing contract without additional analysis provided the changes to existing contracts are limited to changes to an approved benchmark interest rate. For new and existing contracts, the Fund may elect to apply the amendments as of March 12, 2020 through December 31, 2022. The Fund’s Adviser has assessed that the transition from LIBOR had no material impact on investment valuations, as was previously expected. All fund level credit facilities and hedging agreements that referenced a LIBOR rate have been amended accordingly to reference alternative reference rates once LIBOR ceases to be published.

 

On October 28, 2020, the Securities and Exchange Commission (the “SEC”) adopted regulations governing the use of derivatives by registered investment companies (“Rule 18f-4”). The Fund will be required to implement and comply with Rule 18f-4 by August 19, 2022. Once implemented, Rule 18f-4 will impose limits on the amount of derivatives a fund can enter into, eliminate the asset segregation framework currently used by funds to comply with Section 18 of the 1940 Act, treat derivatives as senior securities and require funds whose use of derivatives is more than a limited specified exposure amount to establish and maintain a comprehensive derivatives risk management program and appoint a derivatives risk manager. Management is currently evaluating the potential impact of Rule 18f-4 on the Fund.

 

In December 2020, the SEC adopted a new rule providing a framework for fund valuation practices (“Rule 2a-5”). Rule 2a-5 establishes requirements for determining fair value in good faith for purposes of the 1940 Act. Rule 2a-5 will permit fund boards to designate certain parties to perform fair value determinations, subject to board oversight and certain other conditions. Rule 2a-5 also defines when market quotations are “readily available” for purposes of the 1940 Act and the threshold for determining whether a fund must fair value a security. In connection with Rule 2a-5, the SEC also adopted related recordkeeping requirements and is rescinding previously issued guidance, including with respect to the role of a board in determining fair value and the accounting and auditing of fund investments. The Fund will be required to comply with the rules by September 8, 2022. Management is currently assessing the potential impact of the new rules on the Fund’s financial statements.

 

40

 

 

Partners Group Private Equity (Master Fund), LLC

 

(a Delaware Limited Liability Company)

 

 

Notes to Consolidated Financial Statements – March 31, 2022 (continued)

 

 

3. Fair Value Measurements

 

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

 

The various types of inputs used in determining the value of the Fund’s investments are summarized below for each of the three levels:

 

Valuation of Investments

 

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

 

Level 2 – Pricing inputs are observable inputs other than quoted prices in active markets (i.e., not Level 1 inputs). 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.

 

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 is based on the Adviser’s estimates that consider a combination of various factors and performance measurements. These factors and measurements include the timing of the transaction; the market in which the investment operates; comparable market transactions; operational performance and projections of the investments; various performance multiples as applied to earnings before interest, taxes, depreciation and amortization or a similar measure of earnings for the latest reporting period or a forward period; brokers quotes; and discounted cash flow analysis.

 

Due to the inherent uncertainty of estimates, fair value determinations based on estimates may materially differ from the values that would have been used had a ready market for the securities existed. The following is a summary of the Fund’s investments classified in the fair value hierarchy as of March 31, 2022:

 

Investments

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Common Stocks

  $ 186,054,304     $     $     $ 186,054,304  

Asset-Backed Securities

                61,117,277       61,117,277  

Direct Investments:

                               

Direct Equity

    200,246,717       198,796,982       6,314,372,047       6,713,415,746  

Direct Debt

                979,534,628       979,534,628  

Total Direct Investments*

  $ 200,246,717     $ 198,796,982     $ 7,293,906,675     $ 7,692,950,374  

Secondary Investments*

                1,253,265,481       1,253,265,481  

Primary Investments*

                1,672,933,623       1,672,933,623  

Total Investments

  $ 386,301,021     $ 198,796,982     $ 10,281,223,056     $ 10,866,321,059  

 

41

 

 

Partners Group Private Equity (Master Fund), LLC

 

(a Delaware Limited Liability Company)

 

 

Notes to Consolidated Financial Statements – March 31, 2022 (continued)

 

 

3. Fair Value Measurements (continued)

 

Other Financial Instruments

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Assets

                               

Foreign Currency Exchange Contracts**

  $ 15,553,896     $     $     $ 15,553,896  

Total Assets

  $ 15,553,896     $     $     $ 15,553,896  

Liabilities

                               

Foreign Currency Exchange Contracts**

  $ 17,530,093     $     $     $ 17,530,093  

Total Liabilities

  $ 17,530,093     $     $     $ 17,530,093  

Total Investments net of Foreign Currency Exchange Contracts

  $ 384,324,824     $ 198,796,982     $ 10,281,223,056     $ 10,864,344,862  

 

*

Private Equity Investments are described in Note 2.b.

**

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

 

The following is a reconciliation of the amount of the account balances on April 1, 2021 and March 31, 2022 of those investments in which significant unobservable inputs (Level 3) were used in determining value:

 

 

 

Balance
as of
April 1,
2021

   

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,
2022

 

Asset-Backed Securities

  $ 6,931,675     $     $ (1,800,879 )   $ 55,982,895     $     $ 3,586     $     $ 61,117,277  

Direct Investments: Direct Equity Investments

  $ 3,924,823,290     $ 616,415,929     $ 585,347,467     $ 2,275,200,507     $ (996,041,603 )   $     $ (91,373,543 )   $ 6,314,372,047  

Direct Debt Investments

    925,071,641       (2,951,865 )     (15,554,960 )     385,752,949       (314,685,575 )     1,902,438             979,534,628  

Total Direct Investments*

  $ 4,849,894,931     $ 613,464,064     $ 569,792,507     $ 2,660,953,456     $ (1,310,727,178 )   $ 1,902,438     $ (91,373,543 )   $ 7,293,906,675  

Secondary Investments*

    621,558,441       (151,376 )     258,632,194       545,598,930       (172,372,708 )                 1,253,265,481  

Primary Investments*

    1,143,534,791       (138,150 )     311,653,057       534,529,529       (316,645,604 )                 1,672,933,623  

Total

  $ 6,621,919,838     $ 613,174,538     $ 1,138,276,879     $ 3,797,064,810     $ (1,799,745,490 )   $ 1,906,024     $ (91,373,543 )   $ 10,281,223,056  

 

*

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

 

Changes in inputs or methods used for valuing investments may result in transfers in or out of levels within the fair value hierarchy. The inputs or methods used for valuing investments may not necessarily be an indication of the risk associated with investing in those investments. Transfers between levels of the fair value hierarchy are reported at the beginning of the reporting period in which they occur. For the year ended March 31, 2022, 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, 2022 relating to investments in Level 3 assets still held at March 31, 2022 is $1,602,300,225, which is included as a component of net change in accumulated unrealized depreciation on investments on the Consolidated Statement of Operations.

 

42

 

 

Partners Group Private Equity (Master Fund), LLC

 

(a Delaware Limited Liability Company)

 

 

Notes to Consolidated Financial Statements – March 31, 2022 (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, 2022:

 

Type of Security

 

Fair Value at
March 31,
2022
(000’s)*

 

Valuation Technique(s)

Unobservable Input

Range
(weighted average)

Asset-Backed Securities

  $ 61,117  

Reported fair value

Reported fair value

n/a

Direct Investments:

             

Direct Equity

  $ 114,368  

Discounted cash flow

Discount factor

8.10% – 10.40% (9.41%)

      5,599,823  

Market comparable companies

Enterprise value to EBITDA multiple

6.17x – 29.20x (15.92x)

      65,990  

Market comparable companies

Price to book ratio

1.55x – 1.55x (1.55x)

      76,242  

Exit price

Recent transaction price

n/a

      304,121  

Recent financing/transaction

Recent transaction price

n/a

      1,739  

Replacement cost

Recent transaction price

n/a

      4,565  

Reported fair value

Reported fair value

n/a

      149,594  

Market comparable companies

Enterprise value to sales multiple

3.50x – 12.00x (8.02x)

Direct Debt

  $ 685,450  

Broker quotes

Indicative quotes for an inactive market

n/a

      260,854  

Discounted cash flow

Discount factor

7.50% – 32.02% (10.57%)

      1,003  

Market comparable companies

Enterprise value to EBITDA multiple

18.10x – 18.10x (18.10x)

      6  

Exit price

Recent transaction price

n/a

      32,222  

Recent financing/transaction

Recent transaction price

n/a

Primary and Secondary Investments

  $ 2,985,552  

Adjusted reported net asset value

Reported net asset value

n/a

      (59,353 )

Adjusted reported net asset value

Fair value adjustments

n/a

 

*

Level 3 fair value includes accrued interest.

 

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

 

4. Revolving Credit Agreement

 

The Fund has a secured, committed multicurrency revolving line of credit (“LOC”) facility with Lloyds Bank Corporate Markets plc (successor of Lloyds Bank plc), NatWest Markets plc (successor of The Royal Bank of Scotland plc), Barclays Bank plc, UBS AG, and Bank of America, N.A. in the aggregate maximum principal amount of $950,000,000. The Fund anticipates that this LOC facility will be used primarily for working capital requirements and for financing investments and funding associated costs and expenses. The Fund will incur additional interest and other expenses for the use of this and other future line of credit facilities. Borrowings under this facility will be 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,

 

43

 

 

Partners Group Private Equity (Master Fund), LLC

 

(a Delaware Limited Liability Company)

 

 

Notes to Consolidated Financial Statements – March 31, 2022 (continued)

 

 

4. Revolving Credit Agreement (continued)

 

2022, the Fund did not have any borrowings and did not incur any interest expense under the LOC facility. In addition to the commitment fee under the LOC facility the Fund agrees to pay arrangement fees based on the rate agreed to with the various lenders, agency fees of $25,000 per annum, monitoring fees of $25,000 per annum and trustee fees of $15,000 per annum. The term of the LOC facility runs until February 2, 2024.

 

5. Unit Transactions/Subscription and Repurchase of Units

 

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

 

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

 

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

 

Transactions in Units were as follows:

 

   

For the Year Ended
March 31, 2022

   

For the Year Ended
March 31, 2021

 
   

Units

   

Dollar Amounts

   

Units

   

Dollar Amounts

 

Class A Units

                               

Sales

    210,813,126     $ 1,628,448,482       86,508,173     $ 549,269,558  

Reinvestments

    41,238,273       323,147,235       8,558,812       57,245,617  

Repurchases

    (17,138,227 )     (133,915,738 )     (24,514,376 )     (159,149,894 )

Class exchanges

    (6,548,226 )     (48,671,363 )     (1,956,405 )     (11,968,050 )

Tax-free reorganization

                1,527       10,215  

Net increase (decrease)

    228,364,946     $ 1,769,008,616       68,597,731     $ 435,407,446  

Class I Units

                               

Sales

    175,831,506     $ 1,383,887,488       85,373,605     $ 556,145,741  

Reinvestments

    31,138,881       249,683,999       6,193,033       42,033,352  

Repurchases

    (20,386,448 )     (161,695,394 )     (22,780,212 )     (148,388,610 )

Class exchanges

    6,431,511       48,671,363       1,933,355       11,968,050  

Tax-free reorganization

                9,513,907       64,572,607  

Net increase (decrease)

    193,015,450     $ 1,520,547,456       80,233,688     $ 526,331,140  

 

44

 

 

Partners Group Private Equity (Master Fund), LLC

 

(a Delaware Limited Liability Company)

 

 

Notes to Consolidated Financial Statements – March 31, 2022 (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. As consideration for its investment management services under the Investment Management Agreement, the Fund pays the Adviser a monthly management fee equal to 1/12th of 1.50% (1.50% on an annualized basis) of the greater of (i) the Fund’s net asset value and (ii) the Fund’s net asset value less cash and cash equivalents plus the total of all commitments made by the Fund that have not yet been drawn for investment. However, the Investment Management Agreement provides that in no event will the management fee exceed 1.75% as a percentage of the Fund’s net asset value. For the year ended March 31, 2022, the Fund incurred $157,636,187 in management fees payable to the Adviser.

 

In addition to the monthly management fee, at the end of each calendar quarter (and at certain other times), the Adviser will be entitled to receive an Incentive Fee equal to 10% of the excess, if any, of (i) the net profits of the Fund for the relevant period over (ii) the then balance, if any, of the New Loss Recovery Account (as defined below). For the purposes of the Incentive Fee, the term “net profits” means the amount by which the net asset value of the Fund on the last day of the relevant period exceeds the net asset value of the Fund as of the beginning of the same period, including any net change in unrealized appreciation or depreciation of investments, realized income and gains or losses, expenses, and excluding contributions and withdrawals from the calculation of the Incentive Fee. The Fund maintains a memorandum account (the “New Loss Recovery Account”), which had an initial balance of zero and will be (i) increased upon the close of each calendar quarter of the Fund by the amount of the net losses of the Fund for the quarter, and (ii) decreased (but not below zero) upon the close of each calendar quarter by the amount of the net profits of the Fund for the quarter. Members will benefit from the New Loss Recovery Account in proportion to their holdings of Units. For the year ended March 31, 2022, the Fund incurred $185,356,773 in Incentive Fees due to the Adviser.

 

The Adviser has entered into an expense limitation agreement (the “Expense Limitation Agreement”) with the Fund, whereby the Adviser has agreed to waive fees that it would otherwise be paid, and/or to assume expenses of the Fund (a “Waiver”), if required to ensure the Total Annual Expenses (excluding taxes, interest, brokerage commissions, certain transaction related expenses arising out of investments made by the Fund, extraordinary expenses, the Incentive Fee, and any acquired fund fees and expenses) do not exceed 3.00% on an annualized basis with respect to Class A Units and 2.30% on an annualized basis with respect to Class I Units (the “Expense Limit”). For a period not to exceed three years from the date on which a Waiver is made, the Adviser may recoup amounts waived or assumed, provided it is able to affect such recoupment without causing the Fund’s expense ratio (after recoupment) to exceed the lesser of (a) the expense limit in effect at the time of the waiver, and (b) the expense limit in effect at the time of the recoupment. The Expense Limitation Agreement may be terminated by the Adviser or the Fund upon thirty days’ written notice to the other party. During the year ended March 31, 2022, 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, 2022, the Fund increased the annual fee paid to each Independent Manager from $125,000 to $140,000. The Fund pays an additional, annual fee of $10,000 to the Chairman of the Board and the Chairman of the Audit Committee. In addition, the Fund 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.

 

45

 

 

Partners Group Private Equity (Master Fund), LLC

 

(a Delaware Limited Liability Company)

 

 

Notes to Consolidated Financial Statements – March 31, 2022 (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, 2022:

 

 

 

Shares/
Principal
as of
March 31,
2022

   

Fair Value
as of
March 31,
2021

   

Gross
Additions
(1)

   

Gross
Reductions
(2)

   

Realized
Gains/
Losses

   

Change in
Unrealized
Gains
(Losses)

   

Fair Value
as of
March 31,
2022

   

Affiliated
Income/
Accretion of
Discount

 

Non-Controlled Affiliates

                                                               

AAVAS Financiers Limited(3)

    3,891,752     $ 147,751,158     $     $ (30,681,016 )   $ 26,986,360     $ (25,042,146 )   $ 119,014,356     $ (60 )

Astorg Co-Invest SGG, FCPI(4)

          72,814,487             (70,026,192 )     42,649,162       (45,437,457 )            

Bock Capital JVco Nature S.à r.l.

    12,590,000,000             149,423,941                   42,446,368       191,870,309        

Camelia Investment 1 Limited

    6,768,704,045       196,294,018             (83,048 )     1,953       (12,630,774 )     183,582,149        

CBI Parent, L.P.

    1,145,918       114,591,806       15,996                   (9,475,429 )     105,132,373        

Confluent Health, LLC

    27,246       46,256,540                         23,330,429       69,586,969        

ECP Parent, LLC

    105,520,023       115,508,099       7,120,999                   44,365,308       166,994,406        

EnfraGen, LLC

    37,786       52,909,891       43,294                   5,476,113       58,429,298        

EQT Jaguar Co-Investment SCSp(4)

          91,540,074                         21,248,616       112,788,690        

GlobalLogic Worldwide Holdings, Inc. (3)(4)

          387,876,810             (407,500,482 )     346,139,647       (326,515,975 )            

Green DC LuxCo Sarl

    19,595,288             62,099,641       (967,000 )           (1 )     61,132,640        

Huntress Co-Investment L.P.(4)

          41,835,243                         8,554,640       50,389,883        

Icebox Holdco I Inc (4)

                62,584,962                   216,857       62,801,819        

Icebox Parent LP (4)

                184,782,100       (62,584,962 )           5,393,782       127,590,920        

Idera Parent, L.P.(4)

          151,685,530       5,375                   96,552,930       248,243,835        

KPSKY Holdings, L.P.

    61,566             61,566,000                   2,809,872       64,375,872        

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

    14,865,773       66,217,773                         5,012,758       71,230,531        

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

    9,789,622       37,576,907                         8,144,923       45,721,830        

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

    192,000       1                               1        

Luxembourg Investment Company 414 S.à.r.l.

    12,111,360             61,481,684                   18,506,447       79,988,131        

Luxembourg Investment Company 430 S.à.r.l.

    50,548,848             78,953,581       (2,072,470 )     (55,660 )     1,617,640       78,443,091        

 

46

 

 

Partners Group Private Equity (Master Fund), LLC

 

(a Delaware Limited Liability Company)

 

 

Notes to Consolidated Financial Statements – March 31, 2022 (continued)

 

 

7. Affiliated Investments (continued)

 

 

 

Shares/
Principal
as of
March 31,
2022

   

Fair Value
as of
March 31,
2021

   

Gross
Additions
(1)

   

Gross
Reductions
(2)

   

Realized
Gains/
Losses

   

Change in
Unrealized
Gains
(Losses)

   

Fair Value
as of
March 31,
2022

   

Affiliated
Income/
Accretion of
Discount

 

May Co-Investment S.C.A.

    1,059,375     $ 43,564,146     $ 75,121     $     $     $ 8,524,007     $ 52,163,274     $  

MHS Acquisition Holdings, LLC

    34,242       698,103                         (47,124 )     650,979        

MHS Blocker Purchaser L.P.(4)

          53,976,725                         (3,643,544 )     50,333,181        

Murra Warra Asset Hold Trust

    13,186,543       24,490,555                         (2,538,793 )     21,951,762       87,715  

Murra Warra Project Hold Trust

    429,366       6,122,638                         (634,696 )     5,487,942       21,929  

Murra Warra II Asset Hold Trust

    5,402,025       1,838,690       6,926,641       (5,512 )     186       5,876,003       14,636,008        

Murra Warra II Project Hold Trust

    10       459,673       1,731,660       (1,378 )     47       1,469,000       3,659,002        

OHCP IV SF COI, L.P.(4)

          32,399,058       44,069                   5,161,306       37,604,433        

Onecall Holdings, L.P.(4)

          156,945,548             (18,589,738 )           36,171,196       174,527,006       10,368,379  

Partners Terra Pte. Ltd.

    1,787,445             1,867,514                   (128,152 )     1,739,362        

Pharmathen GP S.à r.l.

    1,103             1,773                   (1,772 )     1        

Pharmathen Topco S.à r.l.

    98,937,978             112,279,849                   1,097,511       113,377,360        

PG BRPC Investment, LLC

    32,079       52,196,395                         21,932,083       74,128,478        

PG Esmeralda Pte. Ltd.

    5,922,280       54,332,836       79,081                   15,594,993       70,006,910        

PG Delta Holdco, LLC

    19,537             20,420,705                   2,490,672       22,911,377        

PG Investment Company 1 S.A.R.L

    32,417,328             104,100,380                   (3,806,858 )     100,293,522        

PG Lion Management Warehouse S.C.S(4)(5)

          1,743,439                         80,665       1,824,104        

PG TLP S.à r.l.

    6,377,426             101,243,477       (3,883,298 )     (47,124 )     5,179,956       102,493,011        

PG Wave Limited

    53,215,581             73,738,236       (1,440,858 )     (27,672 )     (2,226,521 )     70,043,185        

Polyusus Lux XVI S.a.r.l.

    289,102,341       21,245,826                         (10,274,123 )     10,971,703        

Quadriga Capital IV Investment Holding II L.P.(3)(4)

          59,215,601             (62,216,486 )     45,796,673       (42,795,788 )            

Root JVCo S.à r.l.

    8,700,760       65,859,253                         7,087,053       72,946,306        

Safe Fleet Holdings LLC(3)(6)

    3,900,000       2,859,481       3,881,955       (2,910,000 )     6,656       16,414       3,854,506       119,899  

SnackTime PG Holdings, Inc.

    12       86,744,446       11,510                   (16,287,485 )     70,468,471        

Specialty Pharma Holdings LP(4)

                90,515,558                   19,020,759       109,536,317        

Surfaces SLP (SCSp)(4)

          40,540,675                         11,681,217       52,221,892        

Thermostat Purchaser, L.P.(4)

                71,817,900                   925,517       72,743,417        

 

47

 

 

Partners Group Private Equity (Master Fund), LLC

 

(a Delaware Limited Liability Company)

 

 

Notes to Consolidated Financial Statements – March 31, 2022 (continued)

 

 

7. Affiliated Investments (continued)

 

 

 

Shares/
Principal
as of
March 31,
2022

   

Fair Value
as of
March 31,
2021

   

Gross
Additions
(1)

   

Gross
Reductions
(2)

   

Realized
Gains/
Losses

   

Change in
Unrealized
Gains
(Losses)

   

Fair Value
as of
March 31,
2022

   

Affiliated
Income/
Accretion of
Discount

 

WHCG Purchaser, LP(4)

        $     $ 68,399,200     $     $     $ (13,273,617 )   $ 55,125,583     $  

Zenith Longitude Limited

    6,682,671             149,888,161                   162,405,621       312,293,782        

Total Non-Controlled Affiliates

          $ 2,228,091,425     $ 1,475,100,363     $ (662,962,440 )   $ 461,450,228     $ 73,630,401     $ 3,575,309,977     $ 10,597,862  

 

(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)

As of March 31, 2022, the Fund no longer had ownership of five percent or more of outstanding voting securities.

(4)

Investment does not issue shares.

(5)

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

(6)

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

 

8. Accounting and Administration Agreement

 

The Administrator serves as administrator and accounting agent to the Fund and provides certain accounting, record keeping and investor related services pursuant to an Accounting and Administration Agreement between the Fund and the Administrator. For its services the Administrator receives a fixed monthly fee that is based upon average net assets of the Fund, fees on portfolio transactions, as well as reasonable out of pocket expenses. For the year ended March 31, 2022, the Fund incurred $6,608,899 in administration and accounting fees due to the Administrator.

 

9. Investment Transactions

 

Total purchases of investments for the year ended March 31, 2022 amounted to $3,836,698,233. Total distribution proceeds from sale, redemption, or other disposition of investments for the year ended March 31, 2022 amounted to $1,890,522,613. 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, 2022.

 

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.

 

11. Commitments

 

As of March 31, 2022, the Fund had funded $16,481,504,568 or 91.7% of the $17,964,177,061 of its total commitments to Private Equity Investments. With respect to its (i) Direct Investments it had funded $8,078,864,920 of $8,420,509,153 in total commitments, (ii) Secondary Investments it had funded $1,522,644,776 of $1,803,111,066 in total commitments, and (iii) Primary Investments it had funded $6,879,994,872 of $7,740,556,842 in total commitments, in each case, as of March 31, 2022.

 

48

 

 

Partners Group Private Equity (Master Fund), LLC

 

(a Delaware Limited Liability Company)

 

 

Notes to Consolidated Financial Statements – March 31, 2022 (continued)

 

 

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 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 investments in Private Equity Investments are illiquid, typically subject to various restrictions on resale, and there is no assurance that the Fund will be able to realize the value of such investments in a timely manner. Private Equity Fund Investments are generally closed-end private equity partnerships with no right to withdraw prior to the termination of the partnership. The frequency of withdrawals is dictated by the governing documents of the Private Equity Fund Investments. Except where a market exists for the securities in which the Fund is directly or indirectly invested, the valuations of the Fund’s investments are estimated. Due to the inherent uncertainty in estimated valuations, those valuations may differ from the valuations that would have been used had a ready market for the securities existed, and the differences could be material.

 

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

 

13. 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 in various (or significant) respects 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, 2021, 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

  $ 5,632,049,163     $ 1,496,130,643  

Gross unrealized appreciation

    4,733,319,114       11,343,467  

Gross unrealized depreciation

    (42,123,152 )     (601,027 )

Net unrealized investment appreciation

  $ 4,691,195,962     $ 10,742,440  

 

For the tax year ended October 31, 2021, the Fund made the following permanent book tax differences and reclassifications. These reclassifications were due to differences between book and tax accounting, primarily for total tax adjustment from basis difference, reversal of partnership distribution dividends, reversal of partnership book gain/loss, total book gain/loss recognized on partial sales and distribution re-designations. These reclassifications had no effect on the net assets or net asset value per share of the Fund.

 

Paid in capital excess of par value

  $ 74,349,097  

Distributable earnings (accumulated loss)

    (74,349,097 )

 

49

 

 

Partners Group Private Equity (Master Fund), LLC

 

(a Delaware Limited Liability Company)

 

 

Notes to Consolidated Financial Statements – March 31, 2022 (continued)

 

 

13. Tax Information (continued)

 

For the tax year ended October 31, 2021, the Fund’s tax year end components of distributable earnings on a tax basis are as follows:

 

Late Year Ordinary Loss Deferral

  $ (227,299,732 )

Net Tax Appreciation/(Depreciation)

    4,691,213,762  

Undistributed Capital Gains

    538,794,351  

Capital Loss Carryover Due to Merger

    (1,492,411 )

 

The tax character of distributions for the tax years ended 2021 and 2020, was as follows:

 

   

2021

   

2020

 

Long-term capital gains

  $ 635,114,301     $ 110,076,216  

 

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.

 

14. Subsequent Events

 

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

 

50

 

 

Partners Group Private Equity (Master Fund), LLC

 

(a Delaware Limited Liability Company)

 

 

Fund Expenses — for the period from October 1, 2021 through March 31, 2022 (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, 2022.

 

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
(10/1/21)

   

Ending
Account Value
(3/31/22)

   

Expenses Paid
During the
Period
(*)

   

Annualized Net
Expense
Ratio
(**)

 

Actual

                               

Class A Shares

  $ 1,000.00     $ 1,059.30     $ 21.10       4.11 %

Class I Shares

  $ 1,000.00     $ 1,063.00     $ 17.46       3.40 %

 

 

 

Beginning
Account Value
(10/1/21)

   

Ending
Account Value
(3/31/22)

   

Expenses Paid
During the
Period
(*)

   

Annualized Net
Expense
Ratio
(**)

 

Hypothetical (5% annual return before expenses)

                       

Class A Shares

  $ 1,000.00     $ 1,004.44     $ 20.54       4.11 %

Class I Shares

  $ 1,000.00     $ 1,008.00     $ 17.00       3.40 %

 

(*)

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 182/365 (to reflect the one-half year period). The Example assumes that the $1,000 was invested at the net asset value per share determined at the opening of business on October 1, 2021.

 

(**)

Annualized ratio of expenses to average net assets for the period from October 1, 2021 through March 31, 2022. The expense ratio includes the effect of expenses waived or reimbursed by the Fund’s investment adviser.

 

51

 

 

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).

1

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).

1

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).

1

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).

1

 

*

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 Equity (Master Fund), LLC.

 

52

 

 

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

Partner Partners Group (2021–Present); Partners Group (2005–Present).

1

Helen Yankilevich
Year of Birth: 1983

 

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

Chief Operating Officer; Chief Financial Officer

Indefinite length—since 2021

Partners Group (2014-Present)

1

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

Manager, Brian Kawakami LLC (2015–Present).

1

Vilma DeVooght
Year of Birth: 1977

 

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

Secretary

Indefinite length—since 2021

Senior Compliance Officer, Partners Group (2021-Present); Senior Counsel, ALPS Fund Services, Inc. (2014-2021).

1

 

*

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 Equity (Master Fund), LLC.

 

(1)

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

 

53

 

 

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 (Unaudited)

 

For the tax year ended October 31, 2021, the amount of long-term capital gains designated by the Fund was $635,114,301.

 

Approval of Investment Management Agreement

 

At a meeting of the Board held on December 17, 2020, 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.

 

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.

 

54

 

 

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 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 determined that the information presented provided a sufficient basis upon which to approve the continuation of the Agreement and that the compensation and other terms of the Agreement were in the best interests of the Fund and its members.

 

55

 

 

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

 

56

 

 

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.

 

 

57

 

 

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.

 

 

58

 

 

This page intentionally left blank.

 

 

This page intentionally left blank.

 

 

(b) Not applicable.

 

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 $857,164 for 2021 and $938,500 for 2022.

 

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 2021 and $0 for 2022.

 

 

 

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 2021 and $0 for 2022.

 

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 $769,300 for 2021 and $1,024,485 for 2022. 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 independent registered public accounting firm prior to the independent registered public accounting firm’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 $769,300 for 2021 and $1,024,485 for 2022.

 

(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.

 

(i) Not applicable.

 

(j) Not applicable.

 

 

 

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

 

Not applicable.

 

ITEM 6. INVESTMENTS.

 

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

 

(b) Not applicable.

 

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

 

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.

 

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).

 

 

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.

 

 

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 1, 2022:

 

 

 

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 Partner Since Inception* Partner, Partners Group (2021-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
Tom Stein Managing Director Since 2021 Managing Director, Partners Group (2018-Present); Partners Group (2018-Present); Guggenheim Partners, (2013-2018). Portfolio Management
Adam Howarth

Managing

Director

Since Inception** Partner, Partners Group (2022-Present); Partners Group (2007-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 Partner, Partners Group (2022-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); Director, Partners Group (USA) Inc. (2018-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, 2022:

 

 

 

  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 Zero accounts

9 pooled

investment

vehicles with

a value of

$2.843 billion

32

accounts with

a value of

$4.603 billion

Robert M. Collins Zero accounts Zero accounts Zero accounts Zero accounts

9 pooled

investment

vehicles with

a value of

$2.843 billion

32

accounts with

a value of

$4.603 billion

Tom Stein Zero accounts Zero accounts Zero accounts Zero accounts

9 pooled

investment

vehicles with

a value of

$2.843 billion

32

accounts with

a value of

$4.603 billion

Adam Howarth Zero accounts Zero accounts Zero accounts Zero accounts

9 pooled

investment

vehicles with

a value of

$2.843 billion

32

accounts with

a value of

$4.603 billion

Joel Schwartz Zero accounts Zero accounts Zero accounts Zero accounts

9 pooled

investment

vehicles with

a value of

$2.843 billion

32

accounts with

a value of

$4.603 billion

Anthony Shontz Zero accounts Zero accounts Zero accounts Zero accounts

9 pooled

investment

vehicles with

a value of

$2.843 billion

32

accounts with

a value of

$4.603 billion

Todd Bright Zero accounts Zero accounts Zero accounts Zero accounts

9 pooled

investment

vehicles with

a value of

$2.843 billion

32

accounts with

a value of

$4.603 billion

Ron Lamontagne Zero accounts Zero accounts Zero accounts Zero accounts

9 pooled

investment

vehicles with

a value of

$2.843 billion

32

accounts with

a value of

$4.603 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, 2022:

 

 

 

Investment

Committee Member

Dollar Range of Fund

Shares Beneficially Owned

Hal Avidano None
Robert M. Collins Over $1,000,000
Tom Stein None
Adam Howarth $100,001 - $500,000
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 (17 CFR 229.407), or this Item.

 

ITEM 11. CONTROLS AND PROCEDURES.

 

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

 

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

 

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

 

Not applicable.

 

ITEM 13. EXHIBITS.

 

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

 

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

 

(a)(3) Not applicable.

 

 

 

(a)(4) Not applicable.

 

(b) Not applicable.

 

 

 

SIGNATURES

 

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

 

(registrant) Partners Group Private Equity (Master Fund), LLC  
     
By (Signature and Title)* /s/ Robert M. Collins  
  Robert M. Collins, President &  
  Chief Executive Officer  
  (Principal Executive Officer)  
     
Date: June 7, 2022  

 

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 7, 2022  
     
By (Signature and Title)* /s/ Helen Yankilevich  
  Helen Yankilevich, Chief Financial Officer  
  (Principal Financial Officer)  
     
Date: June 7, 2022  

 

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