UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
FINAL AMENDMENT
PARTNERS GROUP PRIVATE EQUITY (MASTER FUND), LLC
(Name of Subject Company (Issuer))
PARTNERS GROUP PRIVATE EQUITY (MASTER FUND), LLC
(Name of Filing Person(s) (Issuer))
LIMITED LIABILITY COMPANY INTERESTS
(Title of Class of Securities)
N/A
(CUSIP Number of Class of Securities)
Robert M. Collins
Partners Group Private Equity (Master Fund), LLC
1114 Avenue of the Americas, 37th Floor
New York, NY 10036
(212) 908-2600
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Filing Person(s))
With a copy to:
Joshua B. Deringer, Esq.
Faegre Drinker Biddle & Reath LLP
One Logan Square, Ste. 2000
Philadelphia, PA 19103-6996
(215) 988-2700
October
26, 2023
(Date Tender Offer First Published,
Sent or Given to Security Holders)
[ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
[ ] third-party tender offer subject to Rule 14d-1.
| [X] | issuer tender offer subject to Rule 13e-4. |
| [ ] | going-private transaction subject to Rule 13e-3. |
| [ ] | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: [X]
This final amendment relates to the Issuer Tender Offer Statement on Schedule TO (the "Statement") originally filed with the Securities and Exchange Commission on October 26, 2023, by Partners Group Private Equity (Master Fund), LLC (the "Fund") in connection with an offer (the "Offer") by the Fund to purchase limited liability company Units ("Units") in the Fund in an aggregate amount up to $710,000,000 on the terms and subject to the conditions set out in the Offer to Purchase and the related Letter of Transmittal. Copies of the Offer to Purchase and the Letter of Transmittal were previously filed as Exhibits B and C to the Statement on October 26, 2023.
This is the final amendment to the Statement and is being filed to report the results of the Offer. The following information is furnished pursuant to Rule 13e-4(c)(4):
1. Holders of Units in the Fund ("Members") that desired to tender Units, or a portion thereof, for purchase were required to submit their tenders by 11:59 p.m., Eastern Time, November 24, 2023.
2. As of November 24, 2023, eight hundred and seventy seven (877) Members validly tendered Units and did not withdraw such tenders prior to the expiration of the Offer. The validly tendered Units were accepted for purchase by the Fund in accordance with the terms of the Offer.
3. The net asset value of the Units tendered pursuant to the Offer was calculated as of December 31, 2023 in the amount of $181,211,336.07.
4. The payment of the purchase price of the Interests or portions of Interests tendered was made in the form of promissory notes issued to each of the Members whose tenders were accepted for purchase by the Fund in accordance with the terms of the Offer. The promissory notes were held by State Street Bank and Trust Company, the Fund’s administrator, on behalf of such Members, in accordance with the terms of the Offer. Five hundred and eleven (511) Members, whose tenders were accepted for purchase by the Fund, did not tender their entire Interests in the Fund; therefore, pursuant to the promissory notes issued to the Members, the Fund paid the Members 100% of the Members’ unaudited net asset value of the Interests tendered. Cash payments in the amount of the unaudited net asset value of the Interests tendered were wired to the accounts designated by such Members. Three hundred and sixty six (366) Members, whose tenders were accepted for purchase by the Fund, tendered their entire Interests in the Fund; therefore, pursuant to the promissory notes issued to the Members, the Fund paid the Members at least 95% of the Members’ unaudited net asset value of the Interests tendered (the "Initial Payment"). The Fund will pay the Members a contingent payment (the "Post-Audit Payment") equal to the excess, if any, of (1) the net asset value of the Interests tendered and purchased as of December 31, 2023 over (2) the Initial Payment. The Post-Audit Payment will be paid promptly after the completion of the Fund’s next annual audit. Initial Payments in the amount of at least 95% of the Members’ unaudited net asset value of the Interests tendered were wired to the accounts designated by such Members.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set out in this statement is true, complete and correct.
| PARTNERS GROUP PRIVATE EQUITY (MASTER FUND), LLC | |||
| By: | /s/ Robert M. Collins | ||
| Name: Robert M. Collins | |||
| Title: President | |||
March 1, 2024
| EXHIBIT INDEX |
| EXHIBIT | |
| Calculation of Filing Fee Tables |
EX-FILING FEES
Calculation of Filing Fee Tables
FORM
SC TO-I
(Form Type)
Partners
Group Private Equity (Master Fund), LLC
(Exact Name of Registrant as Specified in its Charter)
Table 1 to Paragraph (a)(7)
| Transaction | Amount of | |||||||||||
| Valuation | Fee rate | Filing Fee | ||||||||||
| Fees to Be Paid | $ | 710,000,000 | $ | 0.0001476 | $ | 104,796.00 | ||||||
| Fees Previously Paid | ||||||||||||
| Total Transaction Valuation | $ | 710,000,000 | ||||||||||
| Total Fees Due for Filing | $ | 104,796.00 | ||||||||||
| Total Fees Previously Paid | ||||||||||||
| Total Fee Offsets | $ | 104,796.00 | ||||||||||
| Net Fee Due | $ | 0.00 | ||||||||||
Table 2 to Paragraph (a)(7)
| Registrant or Filer Name | Form
or Filing Type | File Number | Initial Filing Date | Filing Date | Fee
Offset Claimed | Fee
Paid with Fee Offset Source | ||||||||||||
| Fee Offset Claims | Partners Group Private Equity (Master Fund), LLC | SC TO-I | 005-85837 | 10/26/2023 | $ | 104,796.00 | ||||||||||||
| Fee Offset Sources | 10/26/2023 | $ | 104,796.00 |