NB Private Equity Partners : NBPE Monthly Report - March 2019

NB Private Equity Partners Limited

FUND OBJECTIVE

NB Private Equity Partners Limited ("NBPE" or the "Company") is a closed-end investment company registered under the laws of Guernsey managed by NB Alternatives Advisers LLC (the "Investment Manager"), an indirect wholly owned subsidiary of Neuberger Berman Group LLC.

Our investment objective is to produce attractive returns on capital by investing directly into Private Equity backed companies with a focus on capital efficient strategies while managing risk through portfolio diversification. NBPE pursues diversification across capital structure, asset class, vintage year, geography, industry and sponsor.

MANAGER COMMENTARY

31 March 20191

FUND MANAGER: NB ALTERNATIVES

•Over 30 years private equity investing experience

•Over $70 billion of commitments managed

•Stable team with over 160 investment professionals with global presence

•LP in over 530 funds and 160+ limited partner advisory committee seats

During March, NBPE completed one new investment, in HUB International, an insurance brokerage company. NBPE also completed a follow-on investment in GFL Environmental, an environmental services company. NBPE received $10.5 million of distributions, of which $7.4 million was received from direct equity investments. This consisted primarily of realisation proceeds from the sale of Assurant (NYSE: AIZ) stock; additional proceeds are expected in the coming weeks related to this sale, at which point NBPE will have fully exited its investment. Other proceeds from direct equity investments consisted of dividends. Income investments distributed $2.1 million to NBPE during the month, which consisted of interest and principal receipts. Fund investments distributed $1.1 million and now account for only 4% of total private equity fair value.

PORTFOLIO ACTIVITY5		BALANCE SHEET DEVELOPMENT
$ in millions		$ in millions

$15																$870
											$10.5						$866.0
$10																$865
				$8.1							$2.1
$5											$7.4					$860
				$8.1
																$855
																February 2019
$0											$1.1
			Investments								Realisations					(Re-stated) NAV
		Funds					Direct Equity Investments					Income Investments
NET ASSET VALUE DEVELOPMENT
($ in millions, unless otherwise noted)														31 March 2019		28 February 2019
																(Re-stated,
Summary of NAV of Ordinary Shares														(Unaudited)		Unaudited)
Direct Investments
Direct Equity Investments											$860.2					$862.3
Income Investments											$130.3					$131.1
Total Direct Investments											$990.5					$993.4
Fund Investments											$45.7					$47.2
Total Private Equity Investments											$1,036.2					$1,040.6
Cash and Cash Equivalents											$12.6					$8.2
Credit Facility Outstanding											($55.0)					($50.0)
2022 ZDP Share Liability											($72.0)					($73.2)
2024 ZDP Share Liability											($67.5)					($68.6)
Net Other Assets (Liabilities), incl. Minority Interest											$7.5					$9.1
Net Asset Value											$861.8					$866.0
Net Asset Value per Share *											$17.71					$17.80
Net Asset Value per Share Including Dividends in Period *											$17.99					$18.08
Net Asset Value (GBP per Share)											£13.59					£13.38
Closing Share Price													£10.95			£11.03
Premium (Discount)											(19.5%)					(17.6%)
Summary of Private Equity Exposure
Estimated Fair Value of Private Equity Investments											$1,036.2					$1,040.6
Adjusted Unfunded Private Equity Commitments **											$87.1					$87.4
Adjusted Total Private Equity Exposure											$1,123.3					$1,128.0
Private Equity Investment Level											120%					120%
Cash + Undrawn Committed Credit Facility											$107.6					$108.2
Adjusted Commitment Cover Ratio **											124%					124%
Summary of ZDP Shares (£)
Net Asset Value of the 2022 ZDP Shares ***											£55.2					£55.1
2022 ZDP Net Asset Value per Share ***															110.48p	110.11p
Closing Share Price for 2022 ZDP shares															115.00p	113.25p
Premium (Discount)											4.1%					2.9%
Net Asset Value of the 2024 ZDP Shares ***											£51.8					£51.6
2024 ZDP Net Asset Value per Share ***															103.54p	103.17p
Closing Share Price for 2024 ZDP shares															106.00p	106.45p
Premium (Discount)											2.4%					3.2%

$1.1

($0.3)

$861.8

($2.7)

($2.2)

Unrealised

Unrealised (FX,

Yield Income

Other 2

March 2019

(New Info)

MTM & Public)

(Incl. Accrued

NAV

Cash & PIK)

ORDINARY SHARE INFORMATION

Trading Symbol:

NBPE / NBPU

Exchange:

LSE

LSE Admission Date:

30 June 2009

Traded Currency:

GBP; USD

Bloomberg Ticker:

NBPE LN, NBPU LN

Reuters Ticker:

NBPE.L, NBPU.L

ISIN:

GG00B1ZBD492

Common:

030991001

Semi-annual Dividends:3

$0.28 per share

Annualised Dividend Yield:3

3.9% on share price, 3.2% on NAV

ZDP SHARE INFORMATION (2022 / 2024)

Trading Symbol:

NBPP / NBPS

Exchanges:

LSE / LSE

Admission Date:

16 September 2016 / 30 May 2018

Base Currency:

GBP / GBP

Bloomberg Ticker:

NBPP:LN / NBPS:LN

Reuters:

NBPEO.L / NBPSo.L

ISIN:

GG00BD0FRW63 / GG00BD96PR19

SEDOL:

BD0FRW6 / BD96PR1

GRY at Issuance:

4.0% / 4.25%

Share Life:

30 September 2022 / 30 October 2024

Capital Entitlement:

126.74p / 130.63p

*As of 31 March 2019 (28 February 2019), there were 48,643,268 (48,643,268) class A ordinary shares outstanding. As of 31 March 2019 and 28 February 2019, there were 10,000 class B ordinary shares outstanding and 3,150,408 class A ordinary shares held in treasury.

**Unfunded commitments are adjusted for amounts the Manager believes are unlikely to be called. As of 31 March 2019 (28 February 2019), unadjusted unfunded commitments are $216.0 million ($224.1 million), total private equity exposure is $1.3 billion ($1.2 billion) and the unadjusted commitment coverage ratio is 49.8% (48.3%).

***As of 31 March 2019 there were 50,000,000 2022 ZDP and 50,000,000 2024 ZDP shares outstanding. Note: Numbers may not sum due to rounding.

For Professional Client Use Only

NB PRIVATE EQUITY PARTNERS LIMITED | 31 March 2019 (continued) 1

`

	ASSET CLASS AND INVESTMENT TYPE BY FAIR VALUE			YEAR OF INVESTMENT BY FAIR VALUE
					2018	2019	2010 & Earlier
					19%
	Direct Equity					3%	3%	2011
	Investments						2012	1%
83%
							2013 2%
							4%
							2014
			2017				8%
	Income		36%
	Investments						2015
13%
							8%
	Fund
	Investments
4%						2016
						16%
GEOGRAPHY BY FAIR VALUE			INDUSTRY BY FAIR VALUE
	Europe			Industrials		Information
			19%			Technology
16%
						19%
	Asia / ROW						Trans.
							2%
5%
				Healthcare			Business
							Services
			16%
							13%
	North America						Comm. / Media
79%
							6%
				Financial
						Consumer
				Services	Energy	Discretionary
DIVERSIFICATION BY INVESTMENT TYPE			8%		3%	14%

($'s in millions)
$1,250
			$1,036.2
$1,000
			$130.3
$750
$500			$860.2
$250
$0	$45.7
		Funds			Direct Equity Investments		Income Investments

Top 3 Income Investments by NBPE NAV (excluding credit opportunities investments)

•Verscend: $24.9 million

•Avantor: $17.1 million

•Standard Aero: $16.4 million

Top 3 Direct Equity Investments by NBPE NAV

•Material Handling Systems: $37.4 million

•Staples: $30.1 million

•Engineering: $28.4 million

Top 3 Fund Investments by NBPE NAV

•Catalyst Fund III: $10.5 million

•NG Capital I: $8.4 million

•NB Crossroads Fund XVIII Mid-cap Buyout: $6.8 million

LTM ORDINARY SHARE PRICE AND NAV PERFORMANCE (TOTAL RETURN) AND TRADING VOLUME

Price				Share Volume (000's)
$22				600
$20				500
$18				400
$16				300
$14				200
$12				100
$10				0
Mar-18	Jun-18	Sep-18	Dec-18	Mar-19
	Volume		NAV per share
	NAV per share including dividends		Price per share

For Professional Client Use Only

NB PRIVATE EQUITY PARTNERS LIMITED | 31 March 2019 (continued) 1

VALUATION METHODOLOGY

It is expected that most of the investments in which the Company invests will meet the criteria set forth under FASB ASC 820 Fair Value Measurement ("ASC 820") permitting the use of the practical expedient to determine the fair value of the investments. ASC 820 provides that, in valuing alternative investments that do not have quoted market prices, but calculate NAV per share or equivalent, an investor may determine fair value by using the NAV reported to the investor by the underlying investment. To the extent ASC 820 is applicable to an investment, the Manager will value the Company's investment based primarily on the value reported to the Company by the investment or by the lead investor of a direct co-investment as of each quarter- end, as determined by the investments in accordance with its own valuation policies.

The Company generally uses the NAV reported by the investments as a primary input in its valuation; however, adjustments to the reported NAV may be made based on various factors, including, but not limited to, the attributes of the interest held, including the rights and obligations, any restrictions or illiquidity on such interest, any potential clawbacks by the investments and the fair value of the investments' investment portfolio or other assets and liabilities. The valuation process for investments categorized in Level 3 of the fair value hierarchy is completed on a quarterly basis and is designed to subject the valuation of Level 3 investments to an appropriate level of consistency, oversight and review. The Investment Manager has ultimate responsibility for the valuation process and the fair value of investments reported in the financial statements. The Investment Manager performs initial and ongoing investment monitoring and valuation assessments. In determining the fair value of investments, the Investment Manager reviews periodic investor reports and interim and annual audited financial statements received from the investments, reviews material quarter over quarter changes in valuation, and assess the impact of macro market factors on the performance of the investments.

Debt investments made on a primary basis are generally carried at cost plus accrued interest, if any. Investments made through the secondary market are generally marked based on market quotations, to the extent available, and the manager will take into account current pricing and liquidity of the security. For primary issuance debt investments, the Manager estimates the enterprise value of each portfolio company and compares such amount to the total amount of the company's debt as well as the level of debt senior to the Company's interest. Estimates of enterprise value are based on a specific measure (such as EBITDA, free cash flow, net income, book value or NAV) believed to be most relevant for the given company and compares this metric in relation to comparable company valuations (market trading and transactions) based on the same metric. In determining the enterprise value, the Manager will further consider the companies' acquisition price, credit metrics, historical and projected operational and performance, liquidity as well as industry trends, general economic conditions, scale and competitive advantages along with other factors deemed relevant. Valuation adjustments are made if estimated enterprise value does not support the value of the debt security the Company is invested in and securities senior to the Company's position. If the principal repayment of debt and any accrued interest is supported by the enterprise value analysis described above, the Manager will next consider current market conditions including pricing quotations for the same security and yields for similar investments.

For investments made on a secondary basis, to the extent market quotations for the security are available, the Manager will take into account current pricing and liquidity. Liquidity may be estimated by the spread between bid and offer prices and other available measures of market liquidity, including number and size of recent trades and liquidity scores. If the Manager believes market yields for similar investments have changed substantially since the pricing of the security, the Manager will perform a discounted cash flow analysis, based on the expected future cash flows of the debt securities and current market rates. The Manager will also consider the maturity of the investment, compliance with covenants and ability to pay cash interest when estimating the fair value of debt investments.

TRADING VOLUME

During the month of March, NBPE's aggregate trading volume on the London Stock Exchange and over-the-counter trading platforms was 839,950 Class A ordinary shares, which represents an average daily trading volume of approximately 39,998 Class A ordinary shares.

INVESTMENT MANAGER			REGISTERED OFFICE
NB Alternatives Advisers LLC	Email: [e-mail]		NB Private Equity Partners Limited St. Peter Port, Guernsey GY1 4HY
325 N. Saint Paul Street	Tel: [phone]		Heritage Hall, Le Marchant Street	Channel Islands
Suite 4900	Fax:[phone]		www.nbprivateequitypartners.com	Tel.[phone]
Dallas, TX 75201				Fax.[phone]

1.Figures provided are unaudited and subject to change. Certain numbers may not total due to rounding.

2.Other includes realised gains, investment income not classified as yield income, expenses, the ZDP liability and value changes to other assets, liabilities and shareholders equity.

3.NBPE declared a $0.28 per Share dividend on 8 January 2019, which was paid on 28 February 2019. On an annualised basis, this dividend payment represents a dividend yield of 3.2% based on the estimated 31 March 2019 NAV and 3.9% based on the London Stock Exchange closing price of £10.95 on 31 March 2019.

4.The diversification analysis by asset class and investment type is based on the fair value of underlying direct/co-investments and fund investments. The diversification analysis by year of investment, geography and industry is based on the diversification of underlying portfolio company investments at fair value as estimated by the Investment Manager. The year of investment is calculated at the portfolio company level and is defined as the date of capital deployment into a particular underlying investment. The diversification by year of investment also includes an allocation of net cash flows and valuation adjustments made since financial statements were last received from the investment sponsor. Accordingly, the actual diversification of the Company's investment portfolio and the diversification of the Company's investment portfolio on an ongoing basis may vary from the foregoing information.

5.Direct equity investment diversification includes all equity, including associated equity from income investments.

6.Based on 31 March 2019 GBP/USD FX of $1.303 and 28 February 2019 GBP/USD FX of $1.330.

This document is not intended to be an investment advertisement or sales instrument; it constitutes neither an offer nor an attempt to solicit offers for the securities described herein. This report was prepared using financial information contained in NBPE's books and records as of the reporting date. This information is believed to be accurate but has not been audited by a third party. This report describes past performance, which may not be indicative of future results. None of NBPE or the Investment Manager accepts any liability for actions taken on the basis of the information provided.

All investments are subject to risk. Past performance is no guarantee of future returns. Prospective investors are advised to seek expert legal, financial, tax and other professional advice before making any investment decision. The value of investments may fluctuate. Results achieved in the past are no guarantee of future results.

For Professional Client Use Only