NB Private Equity Partners : NBPE November Monthly NAV Update

NB Private Equity Partners Limited

30 November 20201

FUND OBJECTIVE

NB Private Equity Partners Limited ("NBPE" or the "Company") invests in direct private equity investments alongside market leading private equity firms globally. NB Alternatives Advisers LLC (the "Investment Manager"), an indirect wholly owned subsidiary of Neuberger Berman Group LLC, is responsible for sourcing, execution and management of NBPE. The vast majority of direct investments are made with no management fee / no carried interest payable to third-party GPs, offering greater fee efficiency than other listed private equity companies. NBPE seeks capital appreciation through growth in net asset value over time while paying a bi-annual dividend.

MANAGER COMMENTARY

FUND MANAGER: NB ALTERNATIVES

• Over 30 years private equity investing experience
• ~$90 billion of commitments managed
• Stable team with over 200 private equity professionals with global presence
• LP in over 530 funds and 160+ limited partner advisory committee seats

Following the incorporation of third quarter private company valuations and public investments and FX based on closing prices as of 30 November 2020, NBPE's NAV per share was $20.42. This represents an increase of $1.31 or 6.9% from the originally issued 31 October 2020 NAV per share and results in a year to date NAV total return of 10.3%, inclusive of dividends paid.

The balance sheet below is presented on a pro forma basis for a significant pending post balance sheet event. This will result in the receipt of approximately $50 million expected in mid-December from the sale of a portfolio company and liquidation of certain legacy fund investments; the balance sheet assumes the proceeds will be used to pay down the credit facility (see summary of pro forma adjustments on page three). Following this, NBPE will have an investment level of 120%, which is within its long term target range.

PORTFOLIO ACTIVITY					BALANCE SHEET DEVELOPMENT
$ in millions								$ in millions
$6								$975
			$4.6																			$0.8
																$35.1									$955.1
$4								$950
																								($7.0)
																$2.1
											$924.1
$2			$4.5					$925
					$0.9		$900
						$0.7		$875
$0						$0.2						October 2020		Unrealised	Unrealised (FX,	Yield Income Other 2	November 2020
	Funds	Investments	Realisations				NAV (Restated)		(New Info)	MTM & Public)	(Incl. Accrued		NAV
	Direct Equity Investments	Income Investments																Cash & PIK)
NET ASSET VALUE DEVELOPMENT										ORDINARY SHARE INFORMATION

($ in millions, unless otherwise noted)	30 November 2020	31 October 2020
	(Pro Forma,	(As Originally Stated,
Summary of NAV of Ordinary Shares	Unaudited)	Unaudited)
Total Private Equity Investments	$1,145.5	$1,118.5
Cash and Cash Equivalents	$4.0	$7.7
Credit Facility Outstanding (Pro Forma for the Receipt of Cash Proceeds)	($35.0)	($85.0)
2022 ZDP Share Liability	($78.7)	($76.0)
2024 ZDP Share Liability	($74.1)	($71.5)
Net Other Assets (Liabilities), incl. Minority Interest	($6.5)	$0.1
Net Asset Value	$955.1	$893.8
Net Asset Value per Share *	$20.42	$19.11
Net Asset Value per Share Including Dividends in Period *	$21.00	$19.69
Net Asset Value (GBP per Share)	£15.30	£14.78
Closing Share Price	£10.50	£10.15
Premium (Discount)	(31.4%)	(31.3%)
Summary of Private Equity Exposure
Estimated Fair Value of Private Equity Investments	$1,145.5	$1,118.5
Adjusted Unfunded Private Equity Commitments **	$102.8	$106.6
Adjusted Total Private Equity Exposure	$1,248.3	$1,225.1
Private Equity Investment Level	120%	125%
Cash + Undrawn Committed Credit Facility	$269.0	$222.7
Adjusted Commitment Cover Ratio **	262%	209%
Summary of ZDP Shares (£)
Net Asset Value of the 2022 ZDP Shares ***	£59.0	£58.8
2022 ZDP Net Asset Value per Share ***	117.96p	117.58p
Closing Share Price for 2022 ZDP shares	116.50p	116.00p
Premium (Discount)	(1.2%)	(1.3%)
Net Asset Value of the 2024 ZDP Shares ***	£55.5	£55.3
2024 ZDP Net Asset Value per Share ***	110.99p	110.61p
Closing Share Price for 2024 ZDP shares	108.50p	108.50p
Premium (Discount)	(2.2%)	(1.9%)

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	$0.29 per share
Annualised Dividend Yield:3	4.1% on share price, 2.8% 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

*31 October 2020 Restated NAV per Share is $19.76 (£15.28). As of 30 November 2020 (31 October 2020), there were 46,761,030 (46,761,030) class A ordinary shares outstanding. As of 30 November 2020 and 31 October 2020, 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 30 November 2020 (31 October 2020), unadjusted unfunded commitments were $134.9 million ($138.8 million), total private equity exposure was $1.3 billion ($1.3 billion) and the unadjusted commitment coverage ratio was 162.1% (160.4%). Unfunded amounts are to funds only and exclude direct investments committed to but not yet closed.
• As of 30 November 2020 there were 50,000,000 2022 ZDP and 50,000,000 2024 ZDP shares outstanding. Note: Numbers may not sum due to rounding.

Please see disclaimer on reverse

For Professional Client Use Only

NB PRIVATE EQUITY PARTNERS LIMITED | 30 November 2020 (continued)1

		ASSET CLASS AND INVESTMENT TYPE BY FAIR VALUE		YEAR OF INVESTMENT BY FAIR VALUE
								2019	2020
								12%
								9% 2012 & Earlier
		Direct Equity									3%
		Investments							2013
87%				2018			2%	2014
									4%
						23%
											2015
											7%
				Income					2016
				Investments
								12%
				11%
				Fund
				Investments			2017
				2%				28%
GEOGRAPHY BY FAIR VALUE			INDUSTRY BY FAIR VALUE
				Europe		Industrials		Information
						Technology
				18%
					18%		18%	Trans.
											2%
				Asia / ROW						Other 4%
				4%							Business
							Healthcare				Services
										10%
						14%
										Comm. / Media
		North America									5%
78%					Financial		Consumer
							Services	Energy
TOP 10 COMPANIES BY FAIR VALUE			10%	1%	18%
		Investment	Inv. Date	Industry			Fair Value ($m)		% of Value
**	2017	Industrials			$49.2			4.1%
			2015	Consumer			37.8			3.2%
			2019	Healthcare			37.5			3.1%
			2017	Industrials			37.5			3.1%
			2017	Financial Services			34.0			2.8%
			2020	Consumer			32.8			2.7%
			2014	Consumer			30.2			2.5%
			2018	Business Services			29.1			2.4%
			2018	Technology			29.0			2.4%
			2018	Healthcare			28.8			2.4%

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

Price				Share Volume (000's)
$24				600
$21				500
$18				400
$15				300
$12				200
$9				100
$6				0
Nov -19	Feb-20	May -20	Aug-20	Nov-20

Volume		NAV per share
NAV per share including dividends		Price per share

Note: As of 30 November 2020. Past performance is no guarantee of future results. *Undisclosed company.

**Includes Proampac 2nd lien debt.

For Professional Client Use Only

NB PRIVATE EQUITY PARTNERS LIMITED | 30 November 2020 (continued)1

SUMMARY OF PRO FORMA ADJUSTMENTS

NBPE's actual 30 November 2020 fair value was $1,195.8 million, actual cash was $3.7 million and actual credit facility borrowings drawn were $85.0 million. Private equity fair value has been adjusted for the expected realisation amount of $50.3 million in aggregate. The diversification metrics and top ten company listings have not been adjusted for these events. After increasing cash balances by this aggregate amount, the pro forma analysis assumes $50 million of cash reduces the credit facility borrowings drawn from $85.0 million to $35.0 million. There is no net NAV impact and actual NAV per share as of 30 November 2020 is $20.42 per share. There can be no assurances the pro forma realisations contained within these adjustments occur or that the pro forma figures shown are ultimately achieved.

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 November, NBPE's aggregate trading volume on the London Stock Exchange and over-the-counter trading platforms was 924,614 Class A ordinary shares, which represents an average daily trading volume of approximately 44,029 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 4LY
325 N. Saint Paul Street	Tel: [phone]		PO BOX 286, Floor 2	Channel Islands
Suite 4900	Fax:[phone]		Trafalgar Court, Les Banques	Tel.[phone]
Dallas, TX 75201			www.nbprivateequitypartners.com	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 $0.29 per Share dividend on 29 June 2020, which was paid on 28 August 2020. On an annualised basis, this dividend payment represents a dividend yield of 2.8% based on the estimated 30 November 2020 NAV and 4.1% based on the London Stock Exchange closing price of £10.50 on 30 November 2020.
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. Included in the year of investment pie chart is a re-attribution of cash flows attributable to NB Investment Programs which shifted 3% of the value from 2016 (the date of the fund commitment) to 2020 (the date of the underlying commitment).
5. Direct equity investment diversification includes all equity, including associated equity from income investments.
6. Based on 30 November 2020 GBP/USD FX of $1.335 and 31 October 2020 GBP/USD FX $1.293.

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