Investing in private
companies to generate
long-term growth
ANNUAL REPORT
24
20
09
23
14
25
01 02
The year in
numbers
Chairman’s
statement
Top 20
companies
Business
model
Manager’s
review
Responsible
investment
NB Private Equity Partners
(“NBPE”) is the only London-
listed company focused
exclusively on private equity
co-investments
STRATEGIC REPORT
Overview 01
Business model 02
Chairman’s statement 09
KPIs 12
Manager’s review 14
Top 20 companies 23
Responsible investment 25
People & culture 31
Stakeholder engagement 34
Risk management 36
Principal risks and uncertainties 39
Going concern and viability
statements 41
GOVERNANCE
Governance overview 44
The Board 45
Corporate governance 47
Directors’ report 55
Investment objective and policy 58
Remuneration report 59
Report of the Audit Committee 62
Statement of Compliance
with the AIC Code of
Corporate Governance 66
Statement of Directors’
responsibilities 67
FINANCIALS
Independent Auditor’s report 69
Consolidated financial statements 74
Notes to consolidated financial
statements 80
OTHER
AIFMD Disclosures 97
Schedule of investments 99
Appendix 102
Glossary 107
Directors, Advisers and
contactinformation 109
Useful information 110
How to Invest 112
Endnotes 113
NBPE provides investors with access to leading private
companies worldwide alongside some of the world’s leading
private equity managers. Neuberger Berman manages and
executes NBPE’s investment strategy, with NBPE benefitting
from the global resources, network of relationships and
expertise of Neuberger Berman’s private equity professionals.
Strategic report Governance Financials Other
NB Private Equity Partners Annual Report 2024
e year in numbers
Net asset value (“NAV”) growth
Cumulative to 31 December 2024 (% Total Return)
One year
Three years
Five years
NBPE NAV Total Return ($)
MSCI World Index Total Return ($)
19.2%
1.5%
22.0%
-4.0%
73.9%
68.8%
Performance highlights
12 months to 31 December 2024
1.5%
1
NAV Total Return
(1.1%)
1
Total Shareholder Return
$0.94
Dividends per share
4.8%
Dividend yield on share price
1.8x
2
Average multiple of cost on realisations
$179m
3
Proceeds received in 2024
Peter von Lehe, JD
Managing Director,
Head of Investment Solutions and Strategy
Private Markets
››
See endnotes on pages 113-114
In 2024, NBPE’s private company
investments grew in value by 6.9%,
which was oset by quoted holdings
and foreign exchange.
NBPE Overview
1
Strategic report Governance Financials Other
NB Private Equity Partners Annual Report 2024
David Stonberg
Managing Director,
Deputy Head of NB Alternatives
and the Global Co-Head of
Private Equity Co-Investments
01
02 03
Co-investment
Benefits of the co-investment model include:
Fee eciency
– NB pays no management fee and carried
interest on the vast majority of all deals
Capital eciency
– Control over the investment
decisionatentry
– Focus on the best opportunities
– Ability to build a diversified portfolio
through bottom-up investment
Investment themes
Our bespoke co-investment approach
focuses on two key themes:
Business model
Structure and approach
NBPE’s co-investment approach blends
the advantages of direct investments
with diversification across private equity
manager, sector and company size.
More about our co-investment strategy
P03
More about our structure and approach
P07
NBPE’s co-investment model combines
thebenefits of direct investment with
manager diversification.
Long-term secular growth trends
Businesses with low expected cyclicality
P06
P06
Co-investment model Investment themes Structure and approachBusiness model
2
Strategic report Governance Financials Other
NB Private Equity Partners Annual Report 2024
What is a co-investment?
01
Typical private equity investment
A typical private investment is accessible to
investors through private equity funds, which
are pooled investment vehicles managed by
private equity firms, investing in a number of
underlying companies. The fund’s purpose is to
invest in private companies, aiming to enhance
their value through active management,
operational improvements, andstrategic
growth initiatives. Investors in a fund structure
pay fund fees (typically 1.5 – 2% management
fee and 20% carried interest) to the underlying
private equity manager.
Management fee
Performance fee
INVESTOR PORTFOLIO COMPANY
INVESTOR PORTFOLIO COMPANY
INVESTOR PORTFOLIO COMPANY
GENERAL
PARTNER
Private equity
fund manager
PRIVATE
EQUITY FUND
Partnership
Co-investment
A co-investment is a direct private equity
investment in which the co-investor invests
directly into a single company alongside a
private equity fund. The co-investor has the
benefit of full due diligence in order to make
their investment decision. Operating control
of the company remains with the private
equity manager while the co-investor invests
equity as a minority investor. Co-investments
are typically made on a no management fee
orcarried interest basis.
CO-INVESTOR
NBPE
GENERAL
PARTNER
Private equity
fund manager
PRIVATE
EQUITY FUND
Partnership
PORTFOLIO
COMPANY
Direct co-investment
Direct investments into a private company
alongside a private equity manager
Joana Rocha Sca
Managing Director,
Head of Europe Private Equity
Co-investment model Investment themes Structure and approachBusiness model
3
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NB Private Equity Partners Annual Report 2024
NB’s co-investment capabilities include deal sourcing,
evaluation and execution of strategic co-investment
opportunities. This allows NBPE to build a high-quality
diversified portfolio of privately owned companies.
Leveraging
Neuberger Berman’s
$135bn Private
Markets platform
4,870+
number of co-investments
reviewed across the platform
since 2009 – 9% completion rate
400+
private equity
manager relationships
35+ years
serving as a capital solutions
provider for private managers
25 years
average experience among
NB managing directors
Neuberger Berman
NB Private Markets platform
*
$44bn
co-investment capital
7
$135bn
Private Markets platform
$8bn
Direct specialty
strategies
$44bn
Co-investments
7
$9bn
Capital solutions
$38bn
Primaries
$18bn
Private debt
$19bn
Secondaries
$135bn
Anthony Tutrone
Managing Director,
Global Head of NB Alternatives
››
See endnotes on pages 113-114
* Total may not sum due to rounding
Co-investment model Investment themes Structure and approachBusiness model
4
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NB Private Equity Partners Annual Report 2024
Dierent types
of co-investment
BARRIERS TO ENTRY
When a private equity manager invests
in a company and subsequently looks
tosyndicate or oer aportion of that
investment to other investors after the
transaction has been signed.
Traditional
When a private equity manager
partners with asingle investor or
asmall group ofinvestors in order to
execute aspecific transaction.
Co-underwrite
When a private equity manager has held
an asset for several years but requires
additional capital for strategic initiatives
or to return capital to other investors.
Atrusted partner like NB can provide
capital and crucially the private equity
manager maintains control of the asset.
INVESTOR INFLUENCE
LOW HIGH HIGH
LOW TO MODERATE HIGH HIGH
Investors can only decide on the size
of the investment they wish to
participate in.
Co-investors are granted greater
access to due diligence and other
aspects ofthe transaction.
Co-investor often proactively sources
transaction from their network of
relationships, helping set deal terms
and structure.
Mid-life
WHAT TYPE OF CHARACTERISTICS?
Broad set of General Partner (“GP”) relationships
Experienced team, strong investment process
Appropriate operational infrastructure
Broad set of GP relationships
Experienced team, strong investment process
Appropriate operational infrastructure
Large and well-resourced team
Sizeable primary investor
Trust built over time with GPs
Focused sourcing eort
Operate at high urgency
Ability to ‘write big cheques’
Broad set of GP relationships
Experienced team, strong investment process
Appropriate operational infrastructure
Large and well-resourced team
Sizeable primary investor
Trust built over time with GPs
Focused sourcing eort
Operate at high urgency
Ability to ‘write big cheques’
Ability to lead diligence
Ability to price and structure
Ability to navigate auction processes
NBPE invests in a variety of co-investments
ofdierent complexity across traditional,
co-underwrite, and mid-life transactions,
sourced by the NB private markets platform.
NBPrivate Markets seeks to partner with
best-in-class private equity managers as a
capital solutions provider. In recent years, the
liquidity-constrained environment has led to
more co-investment capital being committed
across the NB Private Markets platform toward
solutions-oriented or complex opportunities,
such as co-underwrite and mid-life co-
investment transactions. Specifically, in 2024,
NBPE committed to four new deals: three
were mid-life transactions, and one was a
co-underwrite.
Co-investment
lifecycles
YEARS
0 1 2 3 4 5 6 7
LOWER HIGHERCOMPLEXITY
Point of entry
INVESTMENT PERIOD REALISATION WINDOW
Mid life Typical hold period 2-4 years
Traditional Typical hold period 3-5 years
Co-underwrite Typical hold period 3-5 years
Co-investment model Investment themes Structure and approachBusiness model
5
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NB Private Equity Partners Annual Report 2024
02
Long-term secular growth trends
We choose companies that are expected
tobenefit from higher growth rates due
tolong-term trends orbehaviour changes.
– Companies which exploit structural changes
driven by changes in customer demand
– Creates new sources of demand, which
can often be sustainable over long periods
(versus more cyclical demand)
– Not confined to any one type of
business sector
Jonathan Shofet
Managing Director,
Global Head of Private Investment
Portfolios and Co-Investments
Co-investment model Investment themes Structure and approachBusiness model
Businesses with low expected
cyclicality
These companies tend to be characterised
bymore defensive sectors or end markets.
– Generally companies which are less
susceptible to changes in overall GDP
– May oer reasonable downside protection
during periods of economic contraction
– Can often be ‘essential services’ or
quasi-infrastructure, such as waste
management, insurance or mission-
critical products or services
Investing in private
companies to generate
long-term growth
6
Strategic report Governance Financials Other
NB Private Equity Partners Annual Report 2024
03
Co-investment model Investment themes Structure and approachBusiness model
›› See endnotes on pages 113-114
Benets of
our structure
and approach
Medium
80
51
High
500+
50 –75+
Ver y low
<40
1
NBPE
Typical single
management
Typical fund
of funds
Total fees
Management fee
Performance fees
Underlying fees
Fees
98%
9
of NBPE’s direct
investment portfolio
byfair value incurs
neither management
nor performance fees
tounderlying third-
party managers.
Over commitment level
NBPE’s deal-by-deal investment approach means
that it can be more capital ecient and remain fully
invested without taking on over-commitment risk.
Number of private equity managers
Investing alongside numerous leading private
equity managers limits typical single manager
and strategy risk.
Portfolio company diversification
NBPE oers investors exposure to a well-diversified
portfolio of companies, with visibility of key
underlying positions.
Listed Private Equity funds serve as a bridge
between private and public equity, and are
generally categorised into specialist ‘single
manager’, direct investors and highly
diversified ‘fund of funds’.
NBPE’s co-investment approach blends the
advantages of both, with direct investments
into private companies whilst still oering
diversification across private equity manager,
sector and company size.
1.5%
management fee
7.5%
performance fee
+
+
+
1.5%
management fee
15–20%
performance fee
+
0.8–1.5%
management fee
20%
performance fee
+
1.5–2.0%
underlying fees
+
Key
7
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NB Private Equity Partners Annual Report 2024
Portfolio overview
A portfolio of 80 companies alongside
51 private equity managers
Paul Daggett, CFA
Managing Director,
Member of Investment Committee
35%
Average uplift on realisations
10
five years
76%
Fair value in Top 30 companies
13.1%
LTM EBITDA growth
11
(at December 2024)
15%
Average gross IRR on direct equity
investments
five years
94%
Fair value in private investments
6.9%
Aggregate increase in private
company valuations (ex-FX)
Strong track record
Portfolio snapshot
2.3x
Average multiple of cost on
realisations
10
five years
$1.3bn
Portfolio
8.0%
LTM revenue growth
11
(at December 2024)
››
See endnotes on pages 113-114
Co-investment model Investment themes Structure and approachBusiness model
8
Strategic report Governance Financials Other
NB Private Equity Partners Annual Report 2024
NBPE ended the year with net assets of
$1.3billion ($27.53 per share), reflecting a total
return of1.5%¹ in 2024. The private companies
performed well, generating a 6.9% increase
invalue on a constant currency basis, osetting
the weaker performance from quoted holdings
and changes in foreign exchange rates.
Underlying operating performance of the
private companies largely drove the increases
in value over the year. The portfolio generated
last twelve months (LTM) revenue and EBITDA
growth of 8.0% and 13.1%, respectively
11
,
on a weighted average basis. Many companies
in the portfolio oer essential products or
services that support the operations of other
businesses, which we believe continues to
position the portfolio well.
2024 investments performing
well to date
The four new investments NBPE completed
in2024 are attractive long-term secular growth
opportunities in healthcare, financial services
and aerospace and defence. These investments
introduce four new lead sponsors to NBPE’s
portfolio – TA Associates, EQT, Audax Private
Equity and Leonard Green & Partners. Each of
these are well-known, high-quality private
equity managers with a compelling value
proposition for these portfolio companies.
These 2024 vintage investments (~$93 million
invested) are o to a strong start, and are
already valued at a 1.1x gross multiple of capital,
and have generated a 22% IRR on a combined
basis as of 31 December 2024. Thisstrong
performance has been achieved despite a
weighted average holding period of only
0.7years and the Board is excited about the
TOTAL PROCEEDS RECEIVED
$179m
in 2024
3
Private Portfolio Increase
6.9%
constant currency basis
NBPE’s companies continue
to produce strong operating
results with the performance
of new investments made
in 2024 being particularly
encouraging.
William Maltby
Chairman
Chairman’s statement
››
See endnotes on pages 113-114
9
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NB Private Equity Partners Annual Report 2024
prospects for each of these businesses,
whichare in the early days of their value-
creation journey.
Balance sheet strength
The Company ended the year with an
investment level of 102%, which is at the lower
end of the long-term target investment level
range of 100-110% (at 31 March 2025,
theinvestment level was unchanged at 102%).
As of 31December 2024, the Company had
available liquidity of $283 million (comprised
of $73million of cash/liquid investments and
$210million of available capacity on the
Company’s credit facility). NBPErepaid the
2024 ZDP final entitlement of£65 million
($85million) at maturity in October 2024 using
cash from realisations held on the balance
sheet. Maintaining balance sheet strength
is a core focus for the Board, which expects the
pace of new investments to remain balanced
with the overall level of realisations after
taking into consideration other capital needs,
such as dividends and share buybacks.
NBPE’scapital ecient co-investment
approach, with minimal outstanding
commitments, also helps maintain balance
sheet strength. Given the uncertain economic
environment, the Board believes NBPE’s
co-investment model is a significant source of
strength, enabling the Company to have full
control over the pacing of new investments.
Discounts persist in the listed
private equity sector
During the first half of 2024, the environment
for Listed Private Equity was characterised by
heightened uncertainty following a period of
optimism at the end of2023. This optimism
had resulted in NBPE’s discount narrowing
from over 30% to the mid 20% range but,
asthe year progressed, discounts remained
The Company’s capital allocation
framework is made up of two pillars:
Allocating capital to NBPE’s investment
programme
– Principal use of capital overthe long term
– Driver of NAV growth overtime
– Target investment level range
of 100%-110%
Returning capital to shareholders in the form
of dividends and buybacks
– Long-term dividend policytargeting
>3.0% ofNAV annually
– $120 million reserved forshare buybacks
over the next three years
Capital allocation approach
In balancing these capital allocation pillars,
the Board is focused on long-term shareholder
returns and considers factors such as the
Company’s financial position, the discount
toNAV, NBPE’s investment level relative to
targets and the vintage year diversification of
the portfolio. In February 2025, inconjunction
with a revision to the capital allocation policy,
the Board significantly increased the amount
of capital reserved forshare buybacks to
$120million over the next three years.
By maintaining the current dividend level
andfully utilising the additional capital
allocated for buybacks, NBPE could return
approximately $250 million to shareholders
over the next three years.
Capital allocation over time
The Board believes that NBPE’s discount of
approximately 33% (at 25 April 2025) presents
a compelling opportunity for investors to
access a portfolio of high-quality direct private
equity co-investments alongside leading
private equity managers in a fee-ecient and
capital-ecient structure.
220
200
180
160
140
120
100
80
60
40
20
0
Investments Dividends Share buybacks
2022 2023 2024 2025 YTD
CAPITAL ALLOCATION (2022–2025)
Capital allocated to
buybacks but largely
unused
Significant increase
in capital allocated
to share buybacks in
2025 and revised
parameters
As of 25 April 2025
SUMMARY BALANCE SHEET
$m
31 Dec 2024
(Audited)
31 Dec 2023
(Audited)
Direct equity investments $1,269.5 $1,223.5
Income investments $24.3 $90.0
Total investments
*
$1,297.6 $1,321.3
Investment level 102% 101%
Cash and Cash Equivalents/Liquid Investments $72.8 $165.8
Credit facility drawn ($90.0) ($90.0)
ZDPs - ($80.4)
Other ($7.0) ($11.2)
Net Asset Value $1,273.3 $1,305.5
NAV per share ($) $27.53 $28.07
NAV per share (£) £21.98 £22.02
* Total investments include approximately $3.8 million of fund investments as of 31 December 2024
and$7.8 million as of 31 December 2023
Numbers may not sum due to rounding
Chairman’s statement
10
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NB Private Equity Partners Annual Report 2024
››
See endnotes on pages 113-114
stubbornly in place and widened throughout
the year. NBPE’s discount was narrower than
many of its peers and its share price total
return over the year was (1.1%)¹.
As a result of the persistent discount, and
following consultation with shareholders and
Company advisers, in February 2025, the
Board announced that it was reserving $120
million for share buybacks over the next three
years, subject to certain criteria. This decision
reflects the Board’s confidence in NBPE’s
portfolio and highlights the NAV accretion that
buybacks oer in today’s environment and at
current discount levels. Through 25 April 2025,
NBPE has repurchased approximately 624k
shares for $12.3 million at a weighted average
discount of 29%, resulting in a NAV accretion
ofapproximatley $0.10 per share.
In early April 2025, NBPE’s share price and
discount widened materially due to market
volatility following the announcement by the
U.S. Administration of taris and the
subsequent global market sell o driven by
macroeconomic and geopolitical uncertainty.
Although, in recent weeks, NBPE’s share price
and discount have managed to recover some
ground, the discount remains wider than it has
been in recent times and the Board is watching
this with vigilance.
Realisation activity reflects
the high-quality assets within
NBPE’s portfolio
Overall exit activity increased in 2024 relative
to the previous year, though exit options
remained more constrained: IPOs were
largelyinactive and strategic acquirors scarce.
Although volumes remain subdued, high-
quality assets continued to trade at full prices.
Minority sales and continuation funds have
become more prevalent inthis environment.
Against this backdrop however, NBPE’s
portfolio generated $179million
3
of cash
realisations. The Board believes this highlights
the quality of many of the assets within the
portfolio. Nearly three-quarters of realisations
(~$128 million) came from full exits and partial
realisations including minority sales, exits,
GPliquidity options and dividends. Another
13% came from the sell-downs of quoted
holdings, which represent 7% ofthe portfolio
at the end of 2024, while 15% of the portfolio
realisations came from the legacy income
investment portfolio. NBPE’s portfolio
comprises a seasoned group of private equity
companies, with a weighted average age of
5.2 years at year-end. These companies are
mature and well advanced in their value-
creation journeys, which the Board believes
positions the portfolio well.
NBPE is the only London-listed
investment company solely
focused on co-investments
The Company is dedicated to investing into
direct equity co-investments, made
alongsidesome of the best private equity
managers globally.
The benefits of this model are significant:
– Fee eciency: no dual layer of fees on the
vast majority of co-investments
– Capital eciency: invest deal by deal with
the ability to adjust pace as needed
– Portfolio construction: direct co-
investments spread across more than 50
private equity managers, oering access
and diversification benefits
– Preserve balance sheet strength:
no o-balance sheet, long-term
unfunded commitments
The Company’s Investment Manager, the
private equity division of Neuberger Berman,
executes the Company’s strategy and sources
private equity opportunities, leveraging its
$135 billion private equity platform.
The portfolio is focused on two key themes:
long-term secular growth and/or businesses
with lower expected cyclicality with a focus on
industry-leading business models that can drive
cash flow generation. Neuberger Berman
partners with some of the most well-resourced
and experienced private equity managers
globally; the ability of these private equity
managers to deliver performance across
market cycles and to execute value-creation
plans at their underlying companies is what
drives growth and sets them apart.
Outlook
NBPE’s portfolio remains well-positioned,
benefitting from Neuberger Berman’s
disciplined, ‘all-weather’ investment
approach. The macro environment remains
challenging, with the evolving landscape of
taris in the U.S. and resulting geopolitical
tensions. The Board is pleased with the
Manager’s proactive outreach eorts to assess
the potential impact on NBPE’s portfolio and
the conclusion that taris are expected to have
a limited direct impact. Further detail is
provided in the Manager commentary on
page 14. However, the current environment
remains highly fluid and uncertain and the
Board recognises that the performance of
underlying companies may vary to dierent
degrees if the challenges in the macro
environment persist or worsen.
NBPE is partnered with premier private equity
managers that are highly skilled at adapting
their portfolio companies to reflect the nature
of their respective operating environments.
This active management approach is one of the
significant benefits of private equity
ownership, particularly during periods of
economic uncertainty. Despite current
challenges, the Board remains confident that
the composition of the underlying portfolio,
the positioning of the balance sheet and
co-investment model will enable the portfolio
to continue to deliver long-term value creation
for Shareholders.
William Maltby
Chairman
25 April 2025
Chairman’s statement
11
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NB Private Equity Partners Annual Report 2024
1.5%
-4.0%
68.8%
One year
Three years
Five years
-1.1%
-2.3%
62.1%
One year
Three years
Five years
0.58
0.72
0.94
2020
2021
2022
2023
2024
0.94
0.94
Rationale
Reflects the growth in the value of the Company’s assets
less its liabilities. It includes all the components of NBPE’s
investment performance, is shown net of all costs, and
includes dividends paid.
Measures performance in the delivery of shareholder
value, after considering share price movements (capital
growth) and any dividends paid in the period.
NBPE targets an annualised dividend yield of 3.0%
of NAV.
NAV Total Return ($) Total Shareholder Return (£) Dividend growth over time
– NAV Total Return increased by 1.5%¹
– Five-year cumulative NAV Total Return of 68.8%¹;
three-year cumulative NAV Total Return of (4.0%)¹
– Performance driven by the 6.9% constant currency
return from NBPE’s private portfolio companies
– Decrease of (1.1%)¹ in Share Price Total Return
during2024
– Five-year cumulative Share Price Total Return of 62.1%¹;
three-year cumulative Share Price Total Return of (2.3%)¹
– Dividend maintained at $0.94 in 2024, a 3.4% yield
onNAV and a 4.8% yield on the share price at
31December 2024
– $360m of capital returned via dividends over
thepast10+ years through 31 December 2024
– Capital appreciation through growth in NAV
over time while returning capital by paying a semi-
annual dividend
– Share buybacks
– Shareholder returns through long-term capital growth
and dividend
– Returning capital to shareholders by paying
asemi-annual dividend
Progress
Link to
objectives
Examples
of related
factors that
we monitor
– Performance and valuations of the
underlyinginvestments
– Eciency of NBPE’s balance sheet
– Ongoing charges ratio
– Rate of NAV growth
– Share price performance relative to wider public
markets and listed private equity peer group
– Level of discount in absolute terms and relative to the
wider listed private equity peer group
– Trading liquidity and demand for NBPE’s shares
– Available liquidity
– Proceeds received and expected during the year
– Investment pipeline
NAV TOTAL RETURN CUMULATIVE, $ TOTAL SHAREHOLDER RETURN CUMULATIVE, £ DIVIDEND GROWTH $ PER SHARE
1.5%
2024¹
(1.1%)
2024¹
$0.94
Dividends
4.8%
yield on
share price
10.1%
five-year dividend
growth CAGR
››
See endnotes on pages 113-114
Key performance indicators
12
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NB Private Equity Partners Annual Report 2024
Rationale
Realisations are one of the drivers of NAV growth
and a source of liquidity to make new investments
and dividend payments.
Maintain a prudent investment pace based on the level
of portfolio realisations, quality of investment pipeline
and market environment.
Maintaining a robust financial position and strong asset
coverage in a range of forecast scenarios.
Maintain healthy pace of
realisations and uplift on exit
Invest selectively in new investment
opportunities over time
Prudent and ecient balance
sheet management
– $179 million of realisations
3
; 14% of opening
portfoliovalue
– Realisations at a 6%¹² uplift to values three-quarters
prior to an announced exit and a 1.8x² multiple to cost
– Five-year average annual liquidity of ~17% of the
opening portfolio value
– $104 million deployed in the year, including several
follow-on opportunities in existing portfolio
companies, including to support M&A
– Investing in key themes: long-term secular growth
and long expected cyclicality
– Available liquidity of $283 million ($73 million of
cash/liquid investments and $210 million of available
capacity from the Company’s credit facility)
– 102% investment level at 31 December 2024
– Unfunded commitments are adjusted for amounts
the Manager believes are unlikely to be called.
As of 31 December 2024, adjusted commitments
were $32.2 million (an adjusted commitment
coverage ratio of 878%)
– Capital appreciation through growth in NAV over time
while returning capital by paying
a semi-annual dividend
– Capital appreciation through growth in NAV over time
through a highly selective
investment approach
– Long-term investment target level range of
100%−110%
Progress
Link to
objectives
Examples
of related
factors that
we monitor
– Vintage year diversification, maturity of the portfolio,
average holding periods
– Uplifts to carrying value
– Liquidity as a percentage of opening portfolio
– Available liquidity and realisation outlook
– Balance sheet strength
– Market environment and pricing
– Available liquidity and realisation outlook
– Compliance with financial covenants of credit facility
TOTAL NEW INVESTMENT $M MATURITY PROFILE/TOTAL LIQUIDITY $M TOTAL PROCEEDS RECEIVED $M
$179m
proceeds received³
6%
2024 uplift to
carrying value
three-quarters prior
12
1.8x
original cost²
120
171
179
2022
2023
2024
55
22
104
2022
2023
2024
283
90
Total liquidity
Credit facility
borrowings
$104m
invested in 2024
$1.3bn
gross assets
102%
invested
$73m
cash/liquid investments
$210m
undrawn credit facility
››
See endnotes on pages 113-114
Key performance indicators
13
Strategic report Governance Financials Other
NB Private Equity Partners Annual Report 2024
Well-positioned maturing
private equity portfolio with
2024 vintage investments
collectively o to a strong start
NBPE’s private investment portfolio generated
a total increase in value of 6.9% during 2024
on a constant currency basis, driven by gains
among industrials, technology and financial
services businesses. Following headwinds
from quoted holdings and changes in foreign
exchange, theportfolio generated a gross
total increase of 3.8%
13
during 2024.
Peter von Lehe, JD
Managing Director,
Head of Investment Solutions and
Strategy Private Markets,
Member of InvestmentCommittee
Paul Daggett, CFA
Managing Director,
Member of Investment Committee
NBPE’s private
companies continue
to drive value.
Manager’s review
››
See endnotes on pages 113-114
14
Strategic report Governance Financials Other
NB Private Equity Partners Annual Report 2024
* Totals may not sum to 100% due to rounding.
It is pleasing to see that the new 2024
investments collectively are o to a strong start
and already generating value gains for the
portfolio, despite only being held for a
weighted average of 0.7 years. $93 million was
invested in the four new companies over the
year; collectively these investments are marked
at a 1.1x gross multiple of capital and have
generated a 22% IRR as of December 2024.
Attractive portfolio of mature
private investments
As of 31 December 2024, the NBPE portfolio
was comprised of 80 companies, of which 73
companies were private, with a weighted
average holding period of 5.2 years, and seven
companies were quoted holdings (previously
private companies which completed an IPO).
Thefair value of the private and public
portfolio was approximately $1,208 million
and $89 million, respectively. The portfolio is
invested alongside 51 private equity sponsors,
each of which bring unique skill sets and
experience, driving value-creation strategies.
Webelieve NBPE’s ability to construct a
high-quality portfolio of direct co-investments,
partnering with a diversified set of leading
private equity managers dierentiates us among
the London listed private equity universe.
Portfolio overview
*
The portfolio is built from the bottom up,
dealby deal, and invests along two key
themes: long-term secular growth and/or low
expected cyclicality. Companies which exhibit
these characteristics typically provide
‘mission-critical’ services or products, many
ofwhich enable other businesses to function;
they have attractive financials, often
characterised by resilient revenue streams,
strong margins and free cash flow generation.
These companies vary in their size and scale,
though most of the portfolio’s value is
invested in companies under $5 billion of
enterprise value. The portfolio is broadly
diversified across industries, with meaningful
exposure to software / technology,
industrials/industrial technology, and
consumer/e-commerce. Importantly,
companies within these industries provide
products or services to a diverse range of
customers and markets. Theportfolio is
weighted to North America, with meaningful
exposure to Europe.
Manager’s review
Tech, Media & Telecom 22%
Consumer/E-commerce 21%
Industrials/Industrial Technology 17%
Financial Service 16%
Business Services 11%
Energy 1%
Healthcare 8%
Other 4%
SECTOR
North America 78%
Europe 21%
Asia/RoW 1%
GEOGRAPHY
2016 & Earlier 10%
2017 18%
2018 15%
2019 13%
2022 5%
2020 12%
2023 2%
2021 17%
2024 8%
VINTAGE
< $1bn 14%
$1bn to $5bn 39%
$5bn to $10bn 18%
$10bn to $15bn 10%
> $15bn 19%
ENTERPRISE VALUE
15
Strategic report Governance Financials Other
NB Private Equity Partners Annual Report 2024
New 2024 investments
NBPE invested $93 million in four new
investments in 2024: Benecon, a company
inthe health insurance sector; FDH Aero,
adistributor of parts for the aerospace and
defence industry; Mariner, a wealth
management firm; and Zeus, a medical device
company. Collectively, these investments have
achieved a gross multiple of capital of 1.1x and
a 22% IRR as of 31December 2024. Two of the
four investments are held through structured
securities senior in the capital structure,
oering downside protection through
minimum liquidation or return thresholds.
Although these companies are in the early
stages of value creation, their weighted
average last twelve months (“LTM”) revenue
and LTM EBITDA growth were 17.2% and
28.1%, respectively. These companies are
excluded from the overall portfolio growth
metrics since they have been held by private
equity sponsors for less than one year.
NBPE is optimistic about their potential for
value creation in the upcoming quarters as the
private equity sponsors execute their strategic
and operational plans.
Manager’s review
Investment overview
Mariner Wealth Advisors provides advice to
individuals and businesses, including tax
planning and preparation, estate planning,
specialised business services, institutional cash
management, trust services, wealth planning,
personal insurance solutions and investments.
Mariner Wealth Advisors brings in Mariner’s
experienced, in-house teams to create one,
coordinated financial strategy developed
specifically for the customer. This integrated
approach is meant to provide the best advice
possible, simplify the process and save
Mariner’s customers’ time. Mariner is a
Registered Investment Advisor (“RIA”) and
isrecognised as one of the largest RIA’s in the
United States. Barron’s has ranked Mariner
as a top five RIA for the last nine years.
Marinerwith its aliates contains 116 oces
across 41U.S. states and, following the
acquisition ofCardinal Investment Advisors
inJanuary 2025, has total assets under
advisement of approximately $550 billion.
Neuberger Berman believes Mariner CEO,
Marty Bicknell, has built a dierentiated
business that sets the standard for
personalised, holistic financial advice.
Thisinvestment underscores Neuberger
Berman’s confidence in the company’s
leadership and the entire Mariner team.
Mariner plans to use Neuberger Berman’s
investment for multiple initiatives. One
example is Mariner’s goal to scale its national
adviser base to 5,000 advisers through organic
and inorganic growth. NB will receive board
representation and Leonard Green Partners,
which became Mariner’s first institutional
capital partner in 2021, will continue to serve
on the board.
SECTOR
Financial services
LEAD PRIVATE
EQUITY MANAGER
Leonard Green
Financial services
firmto retail and
institutional clients.
PERCENTAGE OF FAIR VALUE
3%
VALUE OF INVESTMENT
$34m
››
See endnotes on pages 113-114
16
Strategic report Governance Financials Other
NB Private Equity Partners Annual Report 2024
SECTOR
Industrials
LEAD PRIVATE EQUITY MANAGER
Audax Group
Leading distributor of c-class
parts tothe aerospace and
defence industry
PERCENTAGE OF FAIR VALUE
3%
VALUE OF INVESTMENT
$33m
Investment overview
FDH Aero is a global supply chain partner for
aerospace and defence companies. With
more than 60 years of experience, it
specialises in c-class components that include
hardware, electrical, chemical, and
consumable products and services for global
original equipment manager and aftermarket
customers. The company has over 1,200
employees and operates in more than
14countries across North America, Europe,
the Middle East, and Africa, and Asia-Pacific.
In May 2024, NB Capital Solutions led an
acquisition of a minority stake in FDH Aero to
support the company’s next phase of growth.
NB’s equity investment will allow FDH to
continue investing across organic and
inorganic initiatives and to continue to
enhance the company’s value proposition to
both customers and suppliers. NB believes the
company has established itself as a market
leader to its customers, with a demonstrated
track record of organic growth, augmented by
a thoughtful acquisition strategy. NB believes
the investment will allow FDH to take
advantage of the tremendous opportunity
setin front of the business.
Attractive mid-life
co-investment to
support growth
Manager’s review
17
Strategic report Governance Financials Other
NB Private Equity Partners Annual Report 2024
Portfolio continuing to increase
in value, driven by underlying
operating performance
In 2024, the portfolio increased in value by
$50million. This was driven by the private
companies in the portfolio, which increased in
value by $82 million ex-FX, and was oset by
declines in quoted holdings and changes in
foreign exchange. The portfolio’s top 10 value
drivers by dollar value appreciation,
representing 36% of fair value, contributed
meaningfully to this overall performance,
generating aggregate gains of $106 million,
with remaining positive value drivers
contributing $55 million of further gains.
Among the companies that declined in value,
thetotal was $79 million, of which the top five
negative value drivers were $42 million,
or53%, of this total.
Action was NBPE’s largest position at the end
of 2024 and was the largest contributor by
dollar value gains during the year, appreciating
in value by more than 25% on a constant
currency basis. The company generated strong
financial performance from like-for-like sales
as well as new store openings. The company
also reported a strong holiday season, further
contributing to performance during the year.
In 2024, Action opened 352 net new stores,
with recent expansion into Italy, Spain,
Slovakia and Portugal. Meanwhile, the largest
mature markets were also ahead of plan in
terms of like-for-like sales growth during the
year. EBITDA margins remained strong and
increased year over year, driven by sales and
operational execution. This performance
contributed to strong cash flow generation, in
turn resulting in a dividend paid to shareholders
late in the year. The company continues to focus
on its expansion strategy in new and existing
markets throughout Europe.
Beyond Trust appreciated in value by
approximately 43% during 2024, the second
largest contribution by dollar value. This
appreciation was reflective of the strong
underlying operating performance at the
company. Beyond Trust is a global leader in
intelligent identity and access security,
enabling organisations to identify, stop threats
and deliver dynamic access. The company has
20,000 customers including 75 of the Fortune
100. Over the last several years, Beyond Trust
has made significant advancements in
Privileged Access Management (PAM) and
identity security oerings, with a focus on
enhancing the platform, integrating new
technologies and acquiring strategic assets to
bolster capabilities. One key innovation in
recent years included Identity Security Insights,
a tool which provides security and IT teams
unparalleled visibility into identities, privileges
and access to help identify overprivileged
accounts and suspicious activities.
Osaic (f.k.a. Advisor Group) was the third
largest investment in terms of dollar value
appreciation during 2024. Osaic is a wealth
management platform supporting ~11,000
financial advisors and overseeing >$700bn in
client assets. The company provides advisors
with access to financial products, advisory
programs, and operational tools and support
(e.g., technology, marketing, risk, etc.) Under
Manager’s review
KEY PERFORMANCE DRIVERS IN 2024
TOP FIVE LARGEST VALUE DRIVERS
Company
Value change
$21.8m $15.1m $15.0m $10.6m $10.6m
106
55
-42
-37
82
-11
-21
50
0
50
25
75
100
125
150
175
200
Positive
top 10
All other
positive
Top five
positive
All other
negative
Total
value
change
private
ex-fx
Total value
change of
quoted
companies
Impact of
foreign
exchange
Total
portfolio
value
change
18
Strategic report Governance Financials Other
NB Private Equity Partners Annual Report 2024
››
See endnotes on pages 113-114
Reverence Capital’s ownership, Osaic has
successfully rebranded from Advisor Group
tosunset its legacy broker dealer brands and
integrate into one single entity. The business
has executed an active M&A strategy with the
transformative acquisition of Ladenburg
Thalmann Financial Services in 2020, and most
recently the acquisition of Lincoln National’s
wealth business in May 2024. Additionally,
thebusiness has completed several executive
hires under Reverence Capital’s ownership.
LTM revenue and EBITDA
continue to grow, albeit at
aslower rate following
M&Aroll-o
Changes in the value of the investments was
driven by the operating performance of the
underlying companies. In aggregate,
theprivate companies in the portfolio
generated weighted average LTM revenue and
EBITDA growth of 8.0% and 13.1%,
respectively
11
. Whilethis is a slower rate of
growth relative toprior years, the roll-o of one
prior year meaningful M&A transaction in one
portfolio company contributed to the
slowdown in the overall figures and we believe
the portfolio continues to perform well.
There was strong financial performance
among several of NBPE’s largest holdings.
Consumer, financial services and industrials
were the sectors demonstrating the strongest
average growth during the year. This
performance was driven by new store
roll-outs, M&A, new pricing initiatives, and
strong renewals and bookings. A further set of
companies experienced more muted top line
growth, which was largely reflective of
headwinds, such as new wins oset by some
softness in end market volumes, unfavourable
foreign exchange impacts and contract delays.
Finally, a number of companies have continued
to face more significant operating diculties as
a result of macroeconomic challenges or
weaker demand. This was concentrated in
certain companies in the consumer and
business services sectors. We believe that
private equity sponsors and management are
highly focused on addressing issues at these
companies, whether through operational
eciencies or adapting to the environment to
return to growth.
Valuation and leverage multiples
As of 31 December 2024, the weighted
average EV/EBITDA multiple was 15.8x
14
,
which was an increase of 0.9x relative to the
prior year figure of 14.9x. Valuation multiples
increased most meaningfully among consumer
and technology, media and telecom companies,
followed by industrials, while business and
financial services and healthcare saw slight
multiple contractions.
The net debt to EBITDA multiple was 5.2x
14,15
as of 31 December 2024, which declined
slightly relative to the 2023 figure of 5.3x.
Manager’s review
VALUATION AND LEVERAGE MULTIPLE
15.8x
14
EBITDA valuation multiple
5.2x
14,15
Net debt/EBITDA
14.9
15.8
2023
2024
8.0%
LTM revenue growth
11
13.1%
LTM EBITDA growth
11
We believe the portfolio’s overall weighted
average leverage levels remain reasonable.
Across NBPE’s top 30 positions (representing
76% of fair value), there are no significant
near term debt maturities and over 90% of
the fair value of the top 30 companies is
invested in businesses with either covenant-
lite debt or low leverage (defined as net debt
to EBITDA of 3.0x or lower).
Full Sale/Exit 51%
Partial Realisation 21%
Legacy Income 15%
Public Sales 13%
Other 1%
TYPES OF EXIT
$179m
Total exits
19
Strategic report Governance Financials Other
NB Private Equity Partners Annual Report 2024
››
See endnotes on pages 113-114
Manager’s review
Robust realisation activity
despite a challenging exit
market for private equity
During 2024, NBPE received $179 million³
ofcash from realisations, representing nearly
a 5% increase relative to 2023 and
approximately 14% of the portfolio’s
opening fair value. While this is below NBPE’s
long-term average of approximately 17%, we
are pleased with thelevel of realisation
activity in a dicult environment for private
equity exits. Realisations were driven by full
andpartial exits from private investments,
which generated approximately 51% of the
total realisations. Two of the four full exits
were announced in 2023, but cash was
received in 2024. Legacy income investments
distributed $27 million to NBPE during the
year. Full and partial exits from quoted
holdings and other realisations contributed
afurther $24million of realisations to NBPE.
In aggregate, the full and partial sales
(including sales of quoted holdings during
theyear) generated a total multiple of 1.8x²
andwere at a 6% uplift
12
to the value
three-quarters prior to the announced exit.
While this uplift is below the five-year average
(which includes exits in 2021) of 35%
10
,
webelieve it still provides comfort regarding
the valuations within NBPE’s portfolio.
Taris and their impact on
privateequity
The Trump administration’s introduction
ofa10% baseline tari on all goods
imports,excluding Canada and Mexico
(25%),with higher taris ranging from 11%
to50% targeting countries with significant
trade deficits, has caused significant
marketuncertainty.
While private equity (PE) investors are not
entirely immune, PE portfolios may be less
aected due to their strategic focus on sectors
driven by innovation and intellectual capital,
such as IT, healthcare, and financial services,
rather than import-heavy industries like
industrials and consumer goods. This
positioning can mitigate impacts from
supply-chain disruptions and fluctuating input
costs caused by taris.
Industrials and consumer discretionary
sectors, heavily reliant on imports, contribute
45.3% to U.S. GDP but only 22.9% to PE
portfolio NAV. In contrast, ITand healthcare
are less import dependent and comprise 43%
of PE NAV, oering potential insulation from
tari-related challenges.
In 2018, taris were imposed on imports
likesteel, aluminum, and Chinese goods,
challenging the manufacturing sector,
whileIT and services were less aected.
Though pharmaceuticals and semiconductors
may face future taris, PE portfolios are
expected to be less impacted due to limited
exposure to import-dependent areas within
ITand healthcare, such as semiconductors,
pharmaceutical components, and
medicalequipment.
Other challenges include potential inflation or
macroeconomic headwinds from large-scale
tari implementation, which could aect PE
alongside the broader economy. However,
PE has strategic advantages: near-record dry
powder ($1trillion in the U.S.), enabling
resilience and opportunistic acquisitions,
andthe ability to swiftly make operational
decisions like cost-cutting, vendor changes,
orproduct adjustments.
Despite potential challenges, including taris,
the PE industry remains well-positioned to
navigate the current environment.
Neuberger Berman has – alongside the
underlying private equity sponsors across its
platform – worked to assess potential
impacts of taris on its investment holdings.
Specific to NBPE, we believe the direct impact
of taris is generally expected to be limited.
We believe that 14% of the portfolio’s fair
value could be directly impacted by taris,
with approximately 1% of fair value likely to
be meaningfully impacted. This analysis only
considers the direct impact from taris and
not second-order impacts resulting from any
potential economic slowdown. We continue
to believe the portfolio’s emphasis on
companies with lower expected cyclicality
and/or long-term secular growth drivers,
alongside reasonable leverage, generally
positions it well.
POTENTIAL TARIFF IMPACT
0
20
10
30
40
50
60
70
80
90
100
Little/
no impact
Medium
impact
High
impact
% of fair value
86%
13%
1%
20
Strategic report Governance Financials Other
NB Private Equity Partners Annual Report 2024
In 2022 and 2023, following a prolonged
period of low interest rates, the U.S. Federal
Reserve fought the post-pandemic inflation
shock with one of the most rapid rate-hiking
cycles in history. As monetary policy evolves
and inflation begins to normalise, with the
Federal Reserve starting to cut rates,
understanding the relationship between
interest rates and private equity performance
remains essential. Interest rates influence
valuations, financing costs and investor returns,
making them a key factor in decision making.
Using historical data, investors must assess how
interest rates impact private equity returns.
Do interest rates actually matter?
Historical data going back to 1985 shows there
are surprisingly small, statistically insignificant
correlations between private equity returns
and various interest rate-related indicators.
However, when splitting the dataset into
periods before and after the Global Financial
Crisis (“GFC”), patterns emerge.
Prior to the GFC, the yield-curve spread was
negatively correlated with returns, reflecting
its role as a bellwether of the economy.
Afterthe GFC, the 10-year Treasury yield
became negatively correlated with returns –
but this correlation was heavily influenced
bythe COVID-19 pandemic and subsequent
inflation shock. Excluding this period results in
correlations that are statistically insignificant,
similar to the pre-GFC patterns.
A similar pre- and post-GFC pattern emerges
in correlations between private equity
distributions and the yield-curve spread.
Additionally, after the GFC, there is a strong
negative correlation between distributions
and both long- and short-dated interest rates.
Unlike returns, however, this relationship with
long-dated rates persists, even when
excluding the COVID-19 period. Overall,
private equity returns and distributions
appear to be driven more by broader
economic conditions than by the level of rates,
yields, or loan spreads alone.
The correlation between interest rates and the
dispersion of performance among leading and
lagging private equity funds, however, is more
consistent across both periods. Favourable
conditions such as lower rates and tighter
credit spreads have tended to allow top-
quartile funds to excel, whereas more dicult
conditions generally result in tighter
dispersion among all funds.
The relationship between
interest rates and private equity
Interest rates play a fundamental role in
shaping private equity investments,
influencing both valuations and financing
conditions. When the Federal Reserve lowers
interest rates, enterprise and equity values of
private companies can be expected to rise.
Asexpected, lower interest rates mean higher
enterprise values; this is because lower rates
mean a lower interest burden and higher free
cash flow.
While interest rates influence valuations and
financing conditions, private equity returns
depend more on the broader economic
backdrop than on interest rates alone. A stable
economic environment, coupled with
favourable credit conditions, has historically
supported stronger private equity
performance. While lower rates can enhance
valuations and improve financing conditions,
the strength of underlying investments
remains the key determinant of success.
As monetary policy continues to evolve,
private equity investors should consider the
wider macroeconomic context alongside
interest rate trends. The ability to navigate
changing rate environments and capitalise on
opportunities during dierent cycles will be
crucial in sustaining long-term returns.
The outlook for private equity performance
inthe years ahead is unlikely to be determined
solely by the Fed’s rate cut alone, but rather
byhow these cuts interact with broader
economic conditions. A continued soft landing
or renewed recovery for the U.S. economy –
areturn to moderate inflation that does not
induce a severe slowdown or recession –
would bode well for private equity’s near- to
mid-term future.
As an asset class, private equity may be less
inclined to make immediate upward or
downward adjustments to the NAVs of
unrealised assets simply because of
fluctuations in interest rates (and therefore
discount rates). This contributed to the relative
smoothness of private equity returns, even
during periods of public market volatility.
However, when it comes to realisation events,
post-GFC history suggests that lower rates do
indeed go hand in hand with higher private
equity distributions.
Lower rates may also lead to larger dispersion of
returns among private equity funds. Our
research shows that top-performing funds may
be better positioned to capitalise on favourable
economic conditions than lower-quartile funds
– especially if leveraged loan spreads remain
relatively tight. In this type of environment,
making well-informed investment choices can
impact overall outcomes.
Manager’s review
e impact of interest rates
on private equity performance
21
Strategic report Governance Financials Other
NB Private Equity Partners Annual Report 2024
2025 outlook
Despite an even more challenging backdrop
for private equity exits currently, private equity
sponsors continue to execute on creating
value attheir portfolio companies, while
average portfolio company holding periods
have increased. We think this is mostly the
result of a conscious choice private equity
managers are making to continue to hold for
longer. This has been a feature for some time
and it is dicult to predict when this might
change in the current environment.
As holding periods have lengthened, private
equity distributions to limited partners (“LPs”)
have been at their lowest levels since 2009
(as a percent of NAV). Continuation vehicles
and other creative financing solutions over
the last several years have partly addressed
this liquidity gap.
Given recent market volatility driven by
geopolitical tensions and U.S. tari
announcements, exit routes and cash
distributions to LPs remain highly uncertain.
Private equity managers had in many cases
been preparing portfolio companies for the
possibility of higher taris. Following the Trump
Administration’s announcement on 2 April
2025, NB surveyed private equity managers
across its Private Markets Platform to assess the
potential impact of taris on its investment
holdings and asked them which mitigation
strategies they were considering implementing
as well as the potential direct impacts to
underlying co-investment holdings.
While the direct eects of potential taris are
expected to aect a limited number of
portfolio companies, managers are actively
considering and undertaking mitigation
measures. The table on the right shows the
strategies managers cited to mitigate the
impact from taris and many managers are
considering pursuing multiple measures.
Specific to NBPE, we believe the direct impact
of taris is generally expected to be limited.
We estimate that 14% of the portfolio’s fair
value could be directly impacted by taris,
with approximately 1% of fair value likely to be
meaningfully aected. However, this analysis
only considers the direct impact from taris
and does not account for second-order eects
resulting from any potential economic
slowdown, the consequences of which could
come with a meaningful lag.
While the last several weeks have introduced
new uncertainties, we believe the portfolio’s
leverage levels remain well-positioned. We
expect limited direct impact from taris, and
private equity managers are actively monitoring
and taking corrective actions where possible.
Additionally, many of the businesses are
focused on services, where direct tari impacts
don’t apply. The portfolio’s leverage levels
remain reasonable with no significant near
term debt maturities among the top 30
investments. NBPE’s capital position remains
strong with nearly $300 million of available
liquidity (including pending realisations and
available credit facility). We believe our
co-investment strategy – where we maintain
full control over new investments and timing
– is a powerful advantage, particularly in the
current environment, that dierentiates NBPE
from other private equity peers.
Finally, market volatility and uncertainty can
sometimes result in dierentiated investment
opportunities; and, we believe some of the
Manager’s review
TOTAL HOLDINGS BY AGE
PERCENTAGE OF MANAGERS CONSIDERING ADOPTING EACH MITIGATION STRATEGY
$111
$293
$325
$444
$129
$1,298
$0
$400
$200
$600
$800
$1,000
$1,200
$1,400
0-1.9
Years
2-3.9
Years
4-5.9
Years
6-7.9
Years
8+
Years
Total
$ in millions
71% of total
71% of total NAV is in assets which have been held for more than four years, with -60% of
NAV in assets for four to eight years
strongest private equity returns have come
after periods of market uncertainty. While first
and foremost weremain committed to
maintaining NBPE’s balance sheet strength,
including the ability to maintain dividends and
engage in share buybacks as described by the
Board, Neuberger Berman’s Private Markets
group is focused on sourcing and identifying
such opportunities from our vast network of
relationships globally. Should the right
opportunities be identified, we’re pleased that
NBPE remains well positioned to participate.
0
40
20
60
Increased
prices to
oset
additional
costs
Diversify
suppliers
or shift
sourcing
to non-
taried
countries
Reduce
operational
expenses
or costs
elsewhere
Onshoring
to the
U.S.
OtherAbsorb the
additional
costs
without
passing
them on
Pursue
government
support
programs
or tari
remission
requests
Changing
the level
of stang
55%
46%
44%
28%
22%
17%
13%
11%
Source: Neuberger Berman as of 9 April 2025
22
Strategic report Governance Financials Other
NB Private Equity Partners Annual Report 2024
0101
0606
0202
0707
0303
0808
0404
0909
0505
1010
– Grow store network and expand
to other European countries
– Strong M&A track record in a
fragmented, consolidating industry
– Secular tailwinds support share
gains for independent platforms
– Multiple levers for organic growth
and value creation
– Business combinations create a highly
attractive position in the market
– Blue chip customer base
– Strong secular growth
– Lower cyclicality in end-market
customers
– Sticky and diverse customer base/
trusted provider
– Natural barriers to entry,
benefitting from scale
– Mid-life investment/
transformative M&A
Action
European discount retailer
Consumer / 3i
Osaic
Third largest independent
broker dealer
Financial Services /
Reverence Capital
Beyond Trust
Cyber security and secure
access solutions
Technology/IT /
Francisco Partners
Solenis
Specialty chemicals and
services provider
Industrials /
Platinum Equity
Value %
6%
Value %
6%
Value %
4%
Value %
5%
Value ($m)
74.4m
Value ($m)
71.5m
Value ($m)
50.1m
Value ($m)
60.5m
– Leading market position with diverse
end markets
– Significant growth opportunities
– Proven acquisition platform
Monroe
Engineering
Distributor of mission-
critical standard and custom
engineered products
Industrials / AEA Investors
Value %
3%
Value ($m)
42.6m
– Low expected cyclicality end markets
– Essential service with ‘utility-like’
characteristics
– Attractive financial profile with
stable cash flow
Business Services
Company*
Not Disclosed
Business Services
Value %
3%
Value ($m)
40.1m
– Barriers to entry lead to competitive
advantage
– High-quality assets in leading
locations
– Leading private equity manager in the
media space
Branded Cities
Network
North American advertising
media company
Communication / Media
Shamrock Capital
Value %
3%
Value ($m)
39.0m
– Favourable environmental services
industry dynamics
– Sticky and diverse customer base
– Fragmented industry provides
opportunities for M&A
GFL (NYSE: GFL)
Waste management
services
Business Services ⁄ BC Partners
Value %
3%
Value ($m)
34.9m
– Strong secular tailwinds
– Attractive financial profile
– Growth-oriented management team
Mariner
Provider of various wealth
management and advisory
services
Financial Services /
Leonard Green & Partners
Value %
3%
Value ($m)
33.7m
– Leading market position and high
barriers to entry
– Strong track record of organic growth
and M&A
– Expanding addressable market
FDH Aero
Leading distributor of
c-class parts to the
aerospace and defence
industry
Industrials / Audax Group
Value %
3%
Value ($m)
32.9m
Investment date
January 2020
Investment date
Oc to be r 2017
Investment date
July 2021
Investment date
November 2017
Investment date
September 2021
Investment date
July 2018
Investment date
June 2018
Investment date
November 2024
Investment date
December 2021
Investment date
May 2024
*Undisclosed due to confidentiality provision
Manager’s review Top 20
23
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1111
1616
1212
1717
1313
1818
1919
1515
2020
– Industry dynamics support growth in
clinical engineering and medical
rental equipment
– Diversified, sticky customer and
supplier base
– Rapidly growing market driven by
e-commerce
– Strong market position
– High visibility on revenue
– Mission-critical product
– Attractive financial profile
– Strong customer base
Agiliti
Medical equipment
management and services
Healthcare / THL
Fortna
Systems and solutions
utilised in distribution
centres
Industrials / THL
Solace Systems
Enterprise messaging
solutions
Technology/IT /
Bridge Growth Partners
Value %
2%
Value %
2%
Value %
2%
– Established platform with
experienced management team
– Unique business model
– Strong free cash flow with revenue
visibility
Marquee Brands
Portfolio of consumer
branded IP assets, licensed
to third parties
Consumer / Neuberger
Berman
Value %
2%
Value ($m)
31.8m
– Market-leading business with
attractive financial profile and strong
cash flow characteristics
– Significant cost savings opportunity
– Experienced sponsor with strong track
record in the consumer/retail sector
Staples
Provider of oce supplies
through a business-to-
business platform and retail
Business Services /
Sycamore Partners
Value %
2%
Value ($m)
29.7m
– Large addressable market with secular
tailwinds
– Strong barriers to entry and sticky
customer base
– Recurring revenue streams from
diversified customers
Viant
Outsourced medical
device manufacturer
Healthcare / JLL Partners
Value %
2%
Value ($m)
27.1m
– Large-scale and competitive
positioning
– High barriers to entry
– Attractive entry price
StubHub
Ticket exchange and
resale company
Consumer / Neuberger
Berman
Value %
2%
Value ($m)
26.4m
Value ($m)
25.3m
Value ($m)
28.7m
Value ($m)
24.5m
– Strong value proposition and focus on
customer outcomes
– Leading technology platform
– Attractive market dynamics and track
record of strong financial performance
True Potential
Wealth management
technology platform
serving advisers and
retail clients
Financial Services / Cinven
Value %
3%
Value ($m)
32.1m
1414
– Market leader with significant scale
– Growing e-commerce megatrend
– Attractive financial profile
Auctane
E-commerce shipping
software provider
Technology/IT /
Thoma Bravo
Value %
2%
Value ($m)
28.7m
– Large, underserved market with
considerable barriers to entry
– Multiple opportunities for value
creation, including M&A
– Attractive historical operating
performance
Benecon
Develops and administers
self-funded employee
health benefits programmes
Healthcare / TA Associates
Value %
2%
Value ($m)
25.5m
Investment date
January 2022
Investment date
June 2018
Investment date
December 2014
Investment date
February 2020
Investment date
September 2017
Investment date
January 2024
Investment date
October 2021
Investment date
January 2019
Investment date
Apr il 2017
Investment date
April 2016
Manager’s review Top 20
24
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Other
NB Private Equity Partners Annual Report 2024
Responsible investment
Integration of financially
material factors
Neuberger Berman believes that integrating
financially material environmental, social, and
governance considerations throughout the
investment process can potentially lead to
more consistent and better investment
outcomes by helping to identify both
financially material risks and opportunities
todrive value. We are focused on long-term
partnerships and seek to engage with Private
Equity Managers to promote integration
offinancially material environmental, social,
governance factors.
NBPE benefits from the Stewardship and
Sustainable Investing leadership and
resources of Neuberger Berman.
Deep resources
Dedicated resources
27 Stewardship and Sustainable Investing
professionals supporting the financially
material integration into investment strategies
across various asset classes.
2024 Principles for Responsible
Investment assessment
In our 2024 PRI assessment, Neuberger
Berman scored above the median of all
reporting signatories for our integration
eorts in every reported category. Neuberger
Berman achieved top scores in multiple
categories including the Indirect –Private
Equity category
16
.
Responsible Investment Policy
Dedicated NBPE Responsible Investment Policy
formalises NBPE’s commitment to integrating
financially material environmental, social, and
governance considerations throughout the
investment process.
Direct investments
Integration of financially material
environmental, social, and
governance factors
Analysis of financially material environmental,
social, and governance factors is a part of due
diligence for direct investments and is included
in Investment Committee memorandums for
potential investments byNBPE. Due diligence
of direct investments includes an assessment
Environmental,
Social, and Governance
integration across the
investment process
››
See endnotes on pages 113 -114
of industry-specific financially material factors,
alongside the manager integration of
financially material environmental, social,
andgovernance considerations Scorecard
(“Manager Integration Scorecard”) of the lead
General Partner (“GP”).
Sustainable Development Goal
(“SDG”) thematic alignment
As a value-add to its fundamental due
diligence, NBPE seeks to assess company SDG
thematic alignment potential as further
evidence of a company’s ability to deliver
long-term value.
25
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NB Private Equity Partners Annual Report 2024
01 02 03
Amplify
Seek to achieve a financial goal by
investing in issuers with sustainable
business models, practices, products
or services and displaying leadership
on relevant sustainability factors.
Simultaneously seeking to minimise exposure
to companies with potential adverse social
and/or environmental impacts.
e three pillars of NBPE’s
Responsible Investment Policy
17
Assess
Considers financially material
environmental, social, and
governance factors alongside
traditional factors in the investment
process. These factors are generally
no more significant than other factors
in the investment selection process.
Financially material environmental, social, and
governance factors are formally incorporated
in Investment Committee memoranda.
Our policy is centred on the objective of seeking to achieve
better investment outcomes through incorporating financially
material Environmental, Social, and Governance considerations
into the investment process.
Avoid
Ability to exclude particular
issuersor whole sectors from
theinvestable universe.
NBPE seeks to avoid companies that produce
controversial weapons, tobacco, civilian
firearms, fossil fuels, and private prisons.
NBPEalso seeks to avoid companies with
known serious controversies related to human
rights or serious damage to the environment,
including as outlined by the United Nations
Global Compact and Organisation Economic
Co-operation and Development Guidelines for
Multinational Enterprises. Please refer tothe
NBPE Responsible Investment Policy
fordetailed avoidance information.
››
See endnotes on pages 113 -114
Responsible investment
26
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How financially material
environmental, social, and
governance factors are
integrated into the
investment process
Neuberger Berman Private Equity
platform is able to leverage its
position as a diversified asset
manager, integrating financially
material environmental, social,
andgovernance insights in order
tomitigate risks and identify
opportunities withrespect to
direct private markets investments.
Private equity has several
characteristics that make
it well suited to integrate
financially material
environmental, social, and
governance matters across
theinvestment lifecycle
Private equity investors have the
potential to drive improvements.
How financial materiality is assessed
When conducting due diligence on direct
investments, the investment team uses our
proprietary NB Materiality Matrix to assess
industry-specific factors that are likely to be
financially material (informed by the firm’s
research sector experts
18
) as well as the lead
GP’s integration of financially material
environmental, social, and governance factors
based on our Manager Integration Scorecard.
How Environmental, Social, and Governance factors can aect valuations
Sector focus
Private equity managers tend to focus on
sectors that are less resource intensive or asset
heavy. As such, these also tend to be sectors
that are more ecient and experience less
volatility, benefitting from secular tailwinds.
Deep due diligence
Private equity managers are able to conduct
deep and meaningful due diligence on
environmental, social, and governance
factors that are financially material to a
specific company.
Control
Private equity managers own and control their
portfolio companies and may improve
environmental, social or governance aspects
of a company where financially material.
Day-to-day operations
Incremental improvements may have positive
implications for profits.
Examples
– Proactive approach to environmental issues,
such as resource consumption and waste
management, may decrease operating
costs, such as lower utilities bills.
– Conscientious employee policies may lead
to greater retention and productivity due
toincreased employee engagement.
Tail risks
Addressing systematic environmental, social,
and governance issues that have the potential
to financially aect business.
Examples
– Seeking to understand the physical climate
risks a portfolio company may face could
mitigate business disruptions due to
extreme weather events, such as
procurement issues from an extreme
weather event at a supplier location.
– Proactively preparing for changes in
industry regulations, standards or
expectations, such as incoming regulations
related to data privacy, may mitigate risk
of breaches and cost of compliance.
Environmental Social Workforce Supply chain Leadership &
governance
Factor Emissions Water
management
Data privacy
&security
Pricing
transparency
Health
& safety
Human capital
development
Product
safety &
integrity
Materials
sourcing
Innovation Policy &
regulation
risk
Consumer goods
Extractives/Minerals
Financials
Food & beverage
Healthcare
Infrastructure
Represents a subset of factors for illustrative and discussion purposes only
19
. Shading indicates factors that are likely to be financially material.
››
See endnotes on pages 113 -114
Responsible investment
27
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NB Private Equity Partners Annual Report 2024
NBPE portfolio through an
SDG thematic lens
83%
Neutral potential SDG thematic
alignment – companies that have
amixed or unknown benefit
topeople or the environment,
asoutlined by the SDGs.
7%
Potential high SDG thematic
alignment – companies whose
products or services oer solutions
to long-term social and
environmental challenges, such
asthose outlined by the SDGs in
addition to social or environmental
dimensions as defined by the
Impact Management Project.
16%
Of the portfolio
20
has
apotential thematic
alignment towards
benefitting people
orthe environment,
asoutlined by the SDGs
21
.
9%
Potential moderate SDG thematic
alignment – companies that may
have an overall positive benefit
topeople or the environment,
asoutlined by the SDGs themes.
1%
No potential SDG thematic
alignment – companies whose
operations or products and services
may potentially conflict with the
promotion of positive outcomes
forpeople or the environment
22
.
››
See endnotes on pages 113 -114
Responsible investment
28
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NB Private Equity Partners Annual Report 2024
SECTOR
Healthcare
LEAD PRIVATE EQUITY MANAGER
TA Associates
Investment thesis
– Early mover in a large, underserved market
– Consistently strong operating performance
– Making the broader healthcare system
better by reducing cost and increasing
transparency
Givencompanies’ ability to customise their
healthcare plan with Benecon, employers
may be able to provide better health insurance
coverage with lower deductibles to their
employees. Additionally, Benecon’s subsidiary,
ConnectCare3, provides consulting and
clinical services for Benecon’s members,
including patient advocacy, nurse navigation,
and chronic disease management. In 2025,
The Benecon Group has $4 billion under
management and provides insurance for over
250,000 individuals across the United States.
The company maintains a membership
retention of more than 98%.
Neuberger Berman believes this was an
attractive opportunity given the large,
underpenetrated market, Benecon’s
experienced leadership team, and the strong
performance of the company. Neuberger
Berman also welcomed the opportunity
topartner with TA Associates, which brings
extensive expertise in scaling profitable
growth companies in addition to robust
integration of sustainability considerations
throughout the investment lifecycle.
Designs and administers self-funded
medical benefit programmes for
small and medium-sized businesses.
INSURANCE
250,000
The Benecon Group provides
insurance for over 250,000
individuals across the United States.
MEMBERSHIP RETENTION
98%
The company maintains
amembership retention
ofmore than 98%.
Investment overview
In December 2020, TA Associates, a leading
global growth equity investor, announced a
significant growth investment in The Benecon
Group, a top developer and manager ofself-
funded medical benefit programmes.
InFebruary 2024, Neuberger Berman Private
Equity invested in Benecon through a mid-life
co-investment with TA Associates.
Through its Actuarial, Compliance, Finance,
and Producer Services divisions, The Benecon
Group oers self-funded health plans and a
full suite of services to small and medium-sized
businesses. Benecon provides a way for small
and medium-sized employers to potentially
lower the cost of health insurance.
PERCENTAGE OF FAIR VALUE
2%
VALUE OF INVESTMENT
$26m
Responsible investment Case study
29
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2024 Environmental, Social, and
Governance highlights
ESG Data Convergence Initiative
Neuberger Berman Private Equity is a
signatory to the ESG Data Convergence
Initiative, an industry collaboration
representing 470+ limited partners (“LPs”)
andGPs (as of January 2025), which seeks to
standardise financially material environmental,
social, and governance metrics and provide
amechanism for comparative reporting for
the private market industry. Neuberger
Berman Private Equity requests the standard
set of ESG metrics from GPs and their portfolio
companies on an annual basis
23
.
NB Private Equity GP
Engagement Series
In 2024, our GP engagement webinar was a
fireside chat with Dr. George Serafeim,
professor at Harvard Business School and
Neuberger Berman Stewardship & Sustainable
Investing Advisory Council member.
Thediscussion was moderated by Jennifer
Signori, Managing Director, Head of Private
Markets Sustainable Investment at Neuberger
Berman. Topics of discussion included climate
technologies and solutions, impact-weighted
accounts, and key takeaways from
Dr.Serafeim's book, Purpose and Profit:
HowBusiness Can Lift Up the World.
Over the past year, Neuberger
Berman Private Equity has focused on
enhancements to our environmental,
social, and governance integration
processes and engagements with
GPs and industry peers. Neuberger
Berman Private Equity believes that
fostering a dialogue with private
equity managers on financially
material environmental, social, and
governance topics is an important
part of our role in the ecosystem.
Weengage with GPs through group
and one-on-one settings to provide
guidance and support that seeks to
share integration best practices
andresources.
ESG DATA CONVERGENCE
INITIATIVE
470+
limited and general
partners, which seeks to
standardise metrics.
Reporting
In 2024, Neuberger Berman published its
second annual firm-level Task Force on
Climate-related Financial Disclosures (“TCFD”)
Report, covering the period 1 January to
31December 2023. The report provides a
firm-level overview of how we consider
climate risks and opportunities across both
client investment portfolios and our own
business strategy and operations.
2024 PRI score release
16
:
Neuberger Berman scored above the median
of all reporting signatories in every PRI
reported category, achieving five out of five
stars for seven of the nine modules, including
Indirect – Private Equity. We received four stars
for the remaining two direct equity modules,
aligned with the year prior.
Industry recognition:
In 2024, Neuberger Berman received special
recognition as an LP at the British Private Equity
& Venture Capital Association’s 2024 Excellence
in ESG Awards. This award aims to recognise the
vital work members are undertaking to embed
responsible investment principles and
practices, and provides a platform to
demonstrate the industry’s commitment to
related topics
24
. Additionally, Real Deals ESG
Awards 2024 named Neuberger Berman LP
ofthe Year: Institutional Investor and Asset
Manager, recognising those impacting positive
change in private equity
25
.
››
See endnotes on pages 113 -114
Responsible investment
30
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NB Private Equity Partners Annual Report 2024
Patricia Miller Zollar
Managing Director,
Member of Investment
Committee
Neuberger Berman:
a client-led partnership
As a private, independent,
employee-owned investment
manager, Neuberger Berman has
the freedom to focus exclusively
oninvesting for its clients for the
long term.
By design, Neuberger Berman
attracts individuals who share a
passion for investing and who thrive
in an environment of rigorous
analysis, challenging dialogue, and
professional and personal respect.
An award-winning culture
For 11 consecutive years
26
, Neuberger Berman
has been named first or second inPensions &
Investments Best Places toWorkinMoney
Management survey (amongthose with 1,000
employees or more).
Neuberger Berman’s
business principles
– Our clients come first
– We are passionate about investing
– We invest in our people
– We motivate through alignment
– We continuously improve and innovate
– Our culture is key to our long-term success
Recognised private equity
manager within the industry
98%
Retention levels of NB Private
Markets Managing Directors
and Principals
27
Manager People & culture
››
See endnotes on pages 113 -114
31
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NB Private Equity Partners Annual Report 2024
JOANA ROCHA SCAFF
Managing Director
Head of Europe Private Equity
PATRICIA MILLER ZOLLAR
Managing Director
ANTHONY TUTRONE
Managing Director
Global Head of NB Alternatives
PETER VON LEHE, JD
Managing Director
Head of Investment Solutions and Strategy, Private
Markets
DAVID STONBERG
Managing Director
Deputy Head of NB Alternatives and the Global
Co-Head of Private Equity Co-Investments
PAUL DAGGETT, CFA
Managing Director
38 years of industry experience
37 years of industry experience
31years of industry experience
34 years of industry experience
26 years of industry experience
The Investment Committee has
anaverage of more than 31 years
ofprofessional experience and has
worked together for an average
ofmore than 21 years.
26 years of industry experience
e Investment Committee
Manager People & culture
32
Strategic report Governance Financials Other
NB Private Equity Partners Annual Report 2024
DAVID MORSE
Managing Director
Global Co-Head of Private Equity Co-Investments
ELIZABETH TRAXLER
Managing Director
JACQUELYN WANG
Managing Director
MICHAEL KRAMER
Managing Director
BRIEN SMITH
Senior Adviser to the Neuberger Berman
Private Equity Division
KENT CHEN, CFA
Managing Director
Head of Asia Private Equity
JONATHAN SHOFET
Managing Director
Global Head of Private Investment
Portfolios and Co-Investments
39 years of industry experience
23 years of industry experience
23 years of industry experience29 years of industry experience
43 years of industry experience
32 years of industry experience
28 years of industry experience
e Investment Committee
Manager People & culture
33
Strategic report Governance Financials Other
NB Private Equity Partners Annual Report 2024
The Board provides appropriate training to all
new Directors, which includes training on their
duties, and maintains a programme of
continuing development. More details on
Director induction and Board evaluation can
be found on pages 47 and 48. As an
investment company, the Company does not
have any employees.
The Board recognises multiple groups of
stakeholders; however the Board considers
shareholders, the Investment Manager, the
Company’s lenders, and other Company
service providers essential to the Company’s
business model and how the Company
delivers on its strategy.
The Directors are responsible
foracting in a way that they
consider is most likely to
promote the success ofthe
Company for the benefit of its
stakeholders as a whole.
In doing so, they have had regard to the
factors set out in Section 172(1)(a) to (f) of the
UK Companies Act 2006, which includes the
needs of stakeholders and wider society.
AsNBPE is a Guernsey company, this
legislation does not apply directly, but the
Board is cognisant of the importance of these
matters, and by virtue of the requirement set
out in the Association of Investment
Companies (“AIC”) Code of Corporate
Governance, holds itself to these standards.
How the Board engages
with stakeholders
Our stakeholders How the Board engages
Shareholders Actions to enhance shareholder value include regular
portfolio updates, capital allocation policy, dividend policy,
buybacks, website maintenance, and events like the Capital
Markets Day. Engagement is carried out through direct
meetings with shareholders and feedback from the
Investment Manager and advisers. Key considerations
include performance, capital allocation, communication
transparency, governance, and responsible investment.
Investment manager The Board delegates day-to-day investment activities to the
Investment Manager but retains ultimate oversight of strategy
and performance. There are regular formal and informal
meetings with the Board to ensure alignment on strategy
execution. The Manager’s expertise is seen as integral to the
co-investment strategy and long-term success.
Company lender
MassMutual provides a $300 million revolving credit facility,
enabling capital eciency and real-time investments.
TheBoard oversees lender-related aspects like asset
coverage, financial ratios, and liquidity. The Investment
Manager provides ongoing reports to the lender.
Other service providers The Company relies on external service providers for fund
administration, tax, audit, legal, marketing, and
communications. The Management Engagement Committee
(“MEC”) reviews their performance annually, ensuring
appropriate expertise and remuneration.
Stakeholder engagement
34
Strategic report Governance Financials Other
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How the Board engages with stakeholders
The section below details some ofthe major decisions made
by the Board during 2024 and how the Boardconsidered
various stakeholder interests and the outcomes of
thosedecisions.
Our stakeholders How the Board engages
Capital allocation
framework
The Board oversees the allocation of capital between
investments and shareholder returns (dividends and
buybacks). Stakeholder feedback and analyses from the
Investment Manager inform the Board’s decisions. In 2024,
share buybacks were increased (with a further $120m
allocated for 2025-2028 subsequent to this reporting period).
NBPE’s dividend policy led to $0.94 per share being paid in
2024, marking the 24th consecutive dividend payment.
Appointment of Guernsey
administrator
The Board reviewed and replaced the Company Secretary
and Guernsey Administrator. A sub-committee, comprising
representatives of the Investment Manager and Board
members conducted interviews with possible providers,
andfollowing due diligence, selected Oak Group toimprove
governance and operations of the Company, benefitting
shareholders, the Investment Manager, andother
serviceproviders.
Repayment of ZDP Shares In October 2024, the Board repaid $85m in ZDP Shares at
maturity. The decision was based on analysis by the Board
ofmaterials prepared by the Investment Manager.
Stakeholder engagement
35
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The Board is ultimately responsible for the
identification and assessment of risk as well
asfor monitoring the key risks to the Company
on an ongoing basis. The Board has appointed
the Investment Manager as Alternative
Investment Fund Manager (“AIFM”), which is
responsible for the day-to-day identification
and monitoring of risks and maintenance of
the Company’s risk matrix, changes to which
are reviewed on a quarterly basis. The risk
matrix identifies risks categorised by the
principal risks and uncertainties.
To evaluate the principal risks and
uncertainties facing the Company, the Board
reviews the risk management matrix prepared
by the Investment Manager. Within the risk
management matrix, the Board believes the
principal risks and uncertainties are those
which could have a material impact to the
Company’s financial condition or carry a
significant operational or reputational impact
to the Company. The risk matrix is divided into
several key risk categories: investment risks,
strategic, financial, operational and external
risks. Underlying these risk categories are
specific, identifiable risks. Each identifiable risk
includes information on the controls relied
upon by the Board, and the responsible
provider or providers. Each risk is colour-coded
between green (low risk) and red (high/
elevated risk) along with the potential risk
impact to the Company and how the risk has
changed over time. Emerging risks are also
identified separately on the matrix.
The Board further considers those risks which
are deemed to be emerging risks. To be
considered as an emerging risk, the Board
believes these risks are those which can be
reasonably identified in the current
environment, but they are inherently longer-
term in nature, dicult to quantify and highly
uncertain in terms of the extent of their impact.
While it is not possible to identify and manage
every risk to the Company, the Board believes
those identifiable risks are ones which carry
the potential for a material impact to the
Company. As a result, with each of these
identifiable risks, the Board further considers
their potential impact, key controls and
current assessment within the risk matrix as
well. Judgement is applied to determine these
assessments, and the Board considers any
changes to the assessments of the key
underlying risks on a quarterly basis. Not all
risks can be eliminated; therefore, there is only
a reasonable assurance against fraud,
misstatements or losses to the Company.
Risk management framework
* NB Private Markets is a general description of the business of the Investment Manager, NB Alternatives Advisers LLC; there has
been no change to the Investment Manager of NBPE
** Highlights represent committees of the Investment Manager; other committees presented above are resources of the parent
company, Neuberger Berman, of the Investment Manager
Investment
Committee**
Valuation
Committee**
Investment
Risk Committee
Operational
Risk Committee
Investment Manager: NB Private Markets
*
Independent assurance – Internal audit
Independent control units
that collaborate
– Infrastructure
Technology
– Business
Technology
– Operations
– Finance
– Legal
– Compliance
– Asset
Management
Guideline
Oversight
– Investment
Risk
– Operational
Risk
Independent
teams that
collaborate to
identify and
mitigate risk
NBPE Board of Directors
NBPE Audit Committee
Risk management
36
Strategic report Governance Financials Other
NB Private Equity Partners Annual Report 2024
Investment risks
Investment risks are those related to the
Company’s investments. This includes
investment decisions, the performance of
investments over time, how investments are
valued and the risk associated with foreign
exchange for non-USD denominated
investments. The Board considers these risks in
the context of directly impacting the
Company’s performance as well as the impact
on the Company’s financial position and key
ratio tests under the Company’s revolving
credit facility. The Board has delegated
investment decisions to the Investment
Manager, and as such, considers the
Investment Manager’s processes, experience
and judgement as the key controls to mitigate
this risk. The Board notes the Investment
Manager’s long-standing track record,
thorough investment underwriting and due
diligence and investment screening processes
as essential to the eorts of investment risk
mitigation. During each quarterly Board
meeting, the Board is furnished with reports
from the Investment Manager detailing
investment performance and the major
contributors and detractors of value.
TheBoard regularly receives an update on the
Company’s largest positions from the
Investment Manager’s deal teams, the most
recent of which occurred in March 2025 when
the Board travelled to New York to meet the
Investment Manager and representatives of
Neuberger Berman.
In addition, monthly NAV updates are released
to the market and provide valuation
information in a timely format to monitor
ongoing performance. The semi-annual
review and annual audit provide further
assurances around the valuation of
investments, and ultimately, the performance
reflected of the Company.
Strategic risks
Strategic risks are those which the Board
believes impact the ability of the Company to
meet or deliver on its business objectives.
TheBoard considers the principal business
objective to be the long-term growth of NAV
over time, which ultimately increases value to
shareholders. In light of this, the Board
considers the Company’s share price discount
to NAV within the Company’s strategic risks
and believes this is the most significant
strategic risk facing the Company. To mitigate
this risk, over time, the Company has
completed a number of initiatives aimed at
enhancing shareholder value and narrowing
the discount, from portfolio construction,
investor relations initiatives, a dividend policy,
approach to capital allocation and a share
buyback policy as well as increasing the capital
reserved for share buybacks. TheBoard
regularly monitors the share price discount as
well as the Company’s investor relations
programme and also discusses ways to narrow
the discount with advisers. The Board has
appointed Jeeries, at their sole discretion,
torepurchase shares, based on criteria set by
the Board.
Financial risks
The Board believes the management of the
Company’s liquidity and compliance with
credit facility tests to be significant financial
risks facing the Company as of 31 December
2024. The Board has delegated the day-to-day
management of the Company’s liquidity
position to the Investment Manager.
Inaddition, with approximately $47 million
ofliquid investments held in the form of U.S.
Treasury Bills, the Company has investments
which could be liquidated quickly to cover
unexpected cash needs. Cash and liquid
investment balances are monitored daily
bythe fund administrator and Investment
Manager, providing further assurances and
oversight to the Board. With respect to
compliance with the credit facility tests,
theInvestment Manager regularly monitors
headroom, financial ratios and diversification
tests and provides updates to the Board on the
Company’s borrowings at each quarterly
Board meeting.
The Board monitors the Company’s overall
investment level relative to the Company’s
NAV and believes maintaining balance sheet
strength is an important risk mitigation eort
for the Company in the long term. Critical
factors, such as investment pacing, are
monitored closely with the Investment
Manager responsible for decision making.
TheBoard is provided with cash flow forecasts
at each quarterly Board meeting which
provide visibility into the short-term and
medium-term realisation and new investment
expectations to help guide thinking around
the pace of new investments, and ultimately,
the projected balance sheet.
Risk management
37
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Operational risks
Operational risks are those which arise as part
of the normal course of business, day-to-day
operations, and governance. The Board
oversees all aspects of the Company, but given
the Company has no operations or employees,
many of the daily functions are outsourced to
service providers. Therefore, the Board
believes a disruption or operational event at a
service provider, notably the Investment
Manager, U.S. administrator or Guernsey
administrator, could have a material impact to
the Company. The Board, therefore, relies
heavily on the policies and procedures of the
Investment Manager and other service
providers. One area of meaningful focus by the
Board during the year was the risk related to
cyber security events. A cyber attack at one of
the service providers to the Company could
cause material disruption to the Company.
During the year, the Board received an update
from Neuberger Berman’s Chief Information
Security Ocer on key areas such as the
information security programme, third-party
risk management, training and security trends.
The Board believes there are a number of
other operational risks related to governance,
legal and compliance, general business
operations and retaining talent at the
Company’s service providers; however, many
of these were considered low risk but were
nevertheless monitored by the Board
throughout the year.
External risks
External risks are those which are outside the
Company’s direct control and include risks
related to the general investment and
economic environment, interest rates,
geopolitics and other exogenous factors.
TheBoard believes external risks could impact
the Company’s investment portfolio to varying
degrees, which in turn, could have an impact
on the Company’s performance. External risks
are inherently dicult to forecast and impacts
are uncertain. During the course of the year,
the Board considered a number of external
risks including the overall investment and
economic environment, geopolitical events
and the level of interest rates. For example,
while inflationary pressures had eased
considerably and supply chain issues were
largely resolved, some companies still
reported challenging macro environments
within their respective markets. With respect
to geopolitical events, while their direct
impact on the Company’s investment
portfolio was limited, the Board noted the risk
from geopolitical events was more associated
with general market conditions and a decline
in economic activity in response to a specific
geopolitical event or external shock. In turn,
his could impact the operating performance
of underlying companies, though the
magnitude is dicult to assess. The Board
maintains an overall awareness of the external
environment and discusses aspects which may
be material to the Company or the investment
portfolio as needed with advisers. However,
the Board recognises that external risks are
challenging to mitigate, other than during
thetime of deciding to make an investment.
Emerging risks
The Board considers emerging risks as those
which can be identified in the current
environment, but which are inherently
longer-term in nature or uncertain as to their
timing. The Board further recognises
emerging risks are dicult to quantify and
highly uncertain as to if and when they may
impact the Company and to what extent.
However, the Board considers a number of
emerging risks to the Company, which include:
the general market environment and impacts
from taris, inflation and rising interest rates;
geopolitical risks; the share price discount to
NAV; and cyber risks. The Board believes the
Company is mitigating these risks to the extent
possible and noted the robust investment and
portfolio monitoring procedures by the
Manager to understand the operating
environment of portfolio companies,
including dialogues with lead private equity
managers. Recently, the Board noted the
Manager’s work alongside private equity
sponsors to assess potential impacts of taris
on its investment holdings.
Risk management
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External risk
Identified risk Potential impact Key controls Status
Market environment & geopolitical risks – risks include general
market and economic environment, including interest rate
environment, and geopolitical risks arising from conflicts.
High potential impact. General market and economic environment
aswell as changes in interest rates impact portfolio companies to
varying degrees.
– The Board and Investment Manager are aware of the general market
environment and global risks generally
– Risk mitigation is dicult, other than during the investment analysis
phase prior to making a new investment
– Investment Manager maintains discussions with underlying general
partners to assess and understand potential exposure/degree of
impact
– Consultation with other outside advisers
Reputational – risk that marketing and publicity eorts fail to reach
audience, or that strategy or content (including website) is inaccurate or
inconsistent.
High potential impact. If marketing/communications do not reach
audience, share price could be impacted; if website information is
misleading or incorrect, investors may act upon such information
– Broker and Investment Manager reports to Board, preparation of
materials by Investment Manager, feedback on messaging/content
and form from advisers. Monitoring of website by NB
Principal risks and uncertainties
The table below shows a summary of what the Board determined to be the most significant principal risks and uncertainties to the Company during the year, what the potential impact could be,
andthe key controls relied upon by the Board to mitigate the risks and status, which shows the current status of the risk and whether the principal risks are increasing, decreasing or stable relative
tothe prior year.
Investment & strategic risk
Identified risk Potential impact Key controls Status
Investment decisions – Selecting investments to generate
the best risk-adjusted returns
Performance – Achieving base case of investment thesis
and meeting long-term objectives
Valuations – Misstatements to NAV
Foreign exchange – Fluctuations of exchange rates
of non-USD investments in local currency relative to USD
Sub-optimal risk-return investment decisions could lead the Company
to higher risk investments to generate a desired level
of return.
Inconsistent investment performance would impact the Company’s
financial position.
The valuation of investments directly impacts the Company’s financial
position, key ratios/covenants and performance.
Fluctuations of exchange rates can impact performance when
translated to dollars.
– Highly experienced Manager with deep team
– Extensive and thorough investment underwriting and due diligence
– Responsible investment policy
– Regular Board review of Manager performance, operations and
capabilities
– Monthly NAV update and quarterly valuation review via robust and
consistent valuation processes
– Annual audit and semi-annual review
– Manager review of portfolio and monitoring offoreign exchange
exposure when analysing new investments, if applicable
Share price discount to NAV – considered both on an absolute and
relative basis.
Medium potential impact. The Company itself is not directly impacted,
but a high share price discount to NAV could reflect a negative investor
sentiment to owning the Company’s shares, which would not be
beneficial in the long term.
– Board monitoring and seeking feedback from advisers.
– Investor meetings conducted by the Investment Manager, Chairman
and Senior Independent Director
– Numerous measures over time to address: dividend policy, share
buyback policy, portfolio construction, investor relations programme
Principal risks and uncertainties
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NB Private Equity Partners Annual Report 2024
Identified risk Potential impact Key controls Status
Cyber/IT security – protection and defence against cyber attacks. High potential impact. A cyber attack at one of the Company’s service
providers could disrupt their operations, which in turn, could impact
their able to manage the Company day to day.
Cyber attacks at the underlying portfolio company level have the
potential to impact valuations and therefore the value of NBPE’s
investment portfolio. Risks related to IT systems and cyber are
considered in the investment decision process.
– The policies and procedures at the Investment Manager and U.S.
Administrator include specific defences against attacks, as well
asreviews of contingency practices and recovery procedures
– In the event of a cyber attack, notification by service provider
to the Board
– Monitoring of underlying cyber security events at portfolio
companies by the Investment Manager
Operational risk
Principal risks and uncertainties
40
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NB Private Equity Partners Annual Report 2024
Viability Statement
The Board has evaluated the long-
term prospects of the Group,
beyond the 12-month time horizon
assumption within the going
concern framework. Further details
of the forecast and the process for
assessing long-term prospects of the
Group are set out in this section, and
the Board believes this analysis
provides a reasonable basis to
support the viability of the Group.
Going concern
The Group’s principal activity and investment
objectives are described on pages 55 and 58 of
the Report, and the Group’s financial position
is stated on page 74 of the Report. Note 11 of
the Consolidated Financial Statements
describes the Group’s risks with respect to
market, credit and liquidity risk. On page 89 of
the report, the Group’s liquidity and available
borrowing facilities are described.
The Group’s cash flows are provided on page
79 of the Report. Given the Group’s cash flows
and financial position, the Directors believe
the Group has the financial resources to meet
its financial commitments as they fall due.
The Directors have considered a number of
risks, both current and emerging, in making
the determination to adopt the going concern
basis for accounting. The Board has also
considered a number of analyses prepared by
the Investment Manager that assess the
Company’s financial position and cash flows.
The Directors have selected a three-year
window for evaluating the potential impact to
the Group on the following basis:
– Investments are subject to overall financial
market and economic conditions. Projecting
long-term financial and economic conditions
is inherently dicult, but a three-year
window is a reasonable time horizon.
– Value-creation plans are executed over a
number of years and private equity
managers generally take a longer-term view
on performance, rather than a focus on
‘quarterly earnings’; three to five years is a
typical holding period target for private
equity managers.
– Medium-term outlook of underlying
Company performance is typically assessed
for valuation purposes.
Going concern
and Viability Statements
Furthermore, downside scenarios were
prepared by the Investment Manager to
highlight impacts to the Company’s balance
sheet, leverage levels and key ratio tests, in the
event of valuation declines and/or lower
realisation activity. Even in a downside
scenario, and despite the inherent uncertainty
of any such downside event occurring, the
Board concluded the Company could meet its
liabilities on an ongoing basis.
Therefore, having considered a 12-month
horizon from the date of authorisation of this
annual financial report, the Directors have a
reasonable expectation that the Group has
adequate resources to continue to operate
into the foreseeable future, and accordingly
the Consolidated Financial Statements have
been prepared on a going concern basis.
Going concern and Viability Statements
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The base case made further assumptions of
NAV growth and additional realisations, both
of which were below the long-term averages
of the Company. The model also assumed a
certain pace of re-investment, based on the
level of realisations from the portfolio. The
Investment Manager views this as a
reasonable case to evaluate the prospects of
the Company based on historical levels of
portfolio realisations over time.
However, the Directors recognise that overall
market conditions represent a continued risk
and uncertainty for the Company. In light of
this, the Investment Manager prepared a
second forecast case which was a downside
case scenario, indicative of a deep recession
and slow recovery. This case assumed a 10%
NAV decline in 2025 and no growth in 2026
and 2027. Further, this case only assumed
$64million of realisations during 2025; 2026
and 2027 assumed only a limited amount of
realisations below historical averages.
The 2024 ZDPs were repaid in October of
2024 and the Company has no other
financings maturing within the three-year
forecast period.
To evaluate the Company’s financial position,
the Directors reviewed a financial model
prepared by the Investment Manager. The
financial model includes projections of cash
flows, expenses and liabilities, as well as NAV
growth assumptions to evaluate loan-to-value
and coverage test ratios.
The Board believes the Company is in a healthy
financial position and able to meet upcoming
liabilities when they mature. The Directors
further note the Company’s $300 million
revolving credit facility was $90 million drawn
as of 31 December 2024 and the Company had
approximately $73 million of cash and liquid
investments held in the form of U.S. Treasury
Bills. Further, the borrowing availability period
extends to 2029.
The key findings from this analysis and
discussions with the Investment Manager was
that, in both cases, NBPE could continue to
fund its existing commitments, pay dividends,
maintain reserves allocated to share buybacks
as well as continue to pay ongoing expenses.
The downside case showed new investments
would stop and the investment level was
higher in later periods of the forecast (as a
result of the decline in valuations). Over the
forecast period of the downside case, NBPE
maintained ample liquidity and LTV ratios.
Inlight of this analysis, the Directors concluded
the Company could continue to operate over
the three-year viability window.
The Investment Manager discussed the key
financial assumptions and findings of the
model with the Board. The model forecasts
returns and cash flows on an asset-by-asset
and on a total portfolio basis to evaluate cash
and investment pacing considerations. The
Investment Manager selected two cases to
evaluate the viability of the Company over the
three-year window. Both cases included
expected realisations from signed but not yet
closed transactions as well as pending
investments funded subsequent to this
reporting period.
Going concern and Viability Statements
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Governance
G
44 Governance overview
45 The Board
47 Corporate governance
55 Directors’ report
58 Investment objective and policy
59 Remuneration report
62 Report of the Audit Committee
66 Statement of Compliance with
the AIC Code of Corporate Governance
67 Statement of Directors’ responsibilities
Audit Committee
John Martyn Falla
C
Trudi Clark
Pawan Dhir
Louisa Symington-Mills
Wilken von Hodenberg
Provides oversight and reassurance
tothe Board, specifically with regard
to the integrity of the Company’s
financial reporting, audit
arrangements, risk management,
andinternal control processes and
governance framework.
Management
Engagement Committee
Trudi Clark
C
Pawan Dhir
John Martyn Falla
William Maltby
Louisa Symington-Mills
Wilken von Hodenberg
Reviews annually the performance of
the Investment Manager and the
terms of the Investment Management
Agreement. Additionally, the
committee reviews the performance
and terms of engagement of other key
service providers to the Company.
Nomination and
Remuneration Committee
Trudi Clark
C
Pawan Dhir
John Martyn Falla
William Maltby
Louisa Symington-Mills
Wilken von Hodenberg
Assists the Board in filling vacancies
on the Board and its committees and
to review and make recommendations
regarding Board structure, size
andcomposition. Additionally,
thecommittee reviews the
remuneration of the Chairman and
Non-Executive Directors.
Committee Chair
››
P62
››
P52
››
P59
Board structure
and committees
Good corporate governance
is fundamental to the way
NBPE conducts business.
Eective oversight of strategy and risk is
particularly important to promote the
long-term success of the Company.
The Chairman is responsible for ensuring
that the Board upholds a high standard
of corporate governance and operates
eectively and eciently, promoting a
culture of openness and debate.
The Board seeks to be responsive to both
the evolving regulatory environment
and changing expectations about the
role of business in society. In particular,
the Board seeks to ensure that its own
culture and that of the Investment
Manager are aligned with the
Company’s purpose and values,
andthat the Company has the
necessary service providers with the
appropriate financial and human
resources to deliver its strategy.
William Maltby
Chairman
C
Governance overview
Board of Directors
WILLIAM MALTBY
Chairman, Independent Director
TRUDI CLARK
Independent Director
PAWAN DHIR
Independent Director
JOHN MARTYN FALLA
Independent Director
LOUISA SYMINGTON-MILLS
Independent Director
WILKEN VON HODENBERG
Senior Independent Director
44
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NB Private Equity Partners Annual Report 2024
T
M
A
N&R
Matrix of skills and experience
William
Maltby
Trudi
Clark
Pawan
Dhir
John
Martyn
Falla
Louisa
Symington-
Mills
Wilken
von
Hodenberg
Skills and Experience
Private equity and
investment management
Investment trusts
M&A, investment banking
and capital markets
Accounting and valuation
Risk management
M
Management Engagement Committee
A
Audit Committee
N&R
Nomination and RemunerationCommittee
Committee Chair
Background and experience
Trudi Clark qualified as a chartered accountant with
Robson Rhodes in Birmingham, after graduating in
Business Studies. Moving to Guernsey in 1987, Ms Clark
joined KPMG where she was responsible for an audit
portfolio including some of the major financial institutions
in Guernsey. After 10 years in public practice, Ms Clark was
recruited by the Bank of Bermuda as Head of European
Internal Audit, later moving into corporate banking. In
1995, Ms Clark joined Schroders in the Channel Islands as
CFO. Ms Clark was promoted in 2000 to Banking Director
and Managing Director in 2003.
From 2006 to 2009, Ms Clark established a family oce,
specialising in alternative investments. From 2009 to
2018, Ms Clark returned to public practice specialising in
corporate restructuring services. Ms Clark has several
non-executive director appointments for companies,
both listed and non-listed, investing in property, private
equity and other assets.
Contribution to NBPE
Ms Clark has significant expertise in both accountancy
and Guernsey regulations, as well as being an
experienced non-executive director of public companies,
all of which have proven beneficial to both the Board and
its committees.
Other public directorships
The Schiehallion Fund Limited and Taylor Maritime Limited.
M
N&R
Background and experience
William Maltby was vice chairman of Investment Banking
at Deutsche Bank where he worked for more than 25
years. Mr Maltby spent a further six years as a Senior
Adviser to the Investment Banking Division of Deutsche
Bank. Mr Maltby was a corporate financier specialising in
financial sponsors (private equity) and leveraged finance,
and was head of Deutsche Bank’s European Financial
Sponsor Coverage and Leveraged Finance businesses.
Hejoined Morgan Grenfell in 1984 which was acquired by
Deutsche Bank in 1989.
Mr Maltby was chairman of Mithras Investment Trust Plc,
a private equity fund of funds investment trust listed on
the London Stock Exchange from 2012 to 2018, when it
completed a successful realisation strategy.
Mr Maltby is also chairman of Ekins Guinness LLP.
He qualified as a Chartered Accountant with Peat Marwick
and has a law degree from the University of Cambridge.
Contribution to NBPE
Mr Maltby’s expertise brings a wealth of knowledge of
listed investment trusts, investment banking and private
equity to the Board, in addition to being an experienced
and eective Chairman.
Other public directorships
Mr Maltby has no other public company directorships.
WILLIAM MALTBY
Chairman, Independent Director
TRUDI CLARK
Independent Director
Appointed 21 March 2019 Appointed 24 April 2017
e Board
The Board is responsible for oversight of NBPE, and for eective
stewardship of the Company’s aairs.
The Board
45
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NB Private Equity Partners Annual Report 2024
Background and experience
Wilken von Hodenberg is a businessperson with 40 years
of experience in private equity, investment banking and
senior management. Mr von Hodenberg has been at the
head of five dierent entities and for some years occupied
the position of chairman of the German Private Equity &
Venture Capital Association.
Mr von Hodenberg was a member of the Supervisory
Board for Deutsche Beteiligungs AG from 2013 until
February 2020. He was also a non-executive director of
eCapital Entrepreneurial Partners AG, and of Wepa SE.
From 2000 to 2013 Mr von Hodenberg was CEO of
Deutsche Beteiligungs AG. He also served as a managing
director of Merrill Lynch in Frankfurt (1998 to 2000). Prior
to this Mr von Hodenberg was managing director at
Baring Brothers GmbH (1993 to 1997). From 1990 to 1992
he was CFO of Tengelmann Group, a major German
retailing group. He started his career at JPMorgan in New
York and Frankfurt (1983 to 1989). Mr von Hodenberg
holds a Law degree from the University of Hamburg.
Contribution to NBPE
Mr von Hodenberg’s private equity investment expertise
is highly valuable for Board discussions and of particular
relevance for the Company.
Other public directorships
Sloman Neptun AG.
Background and experience
John Falla, a resident of Guernsey, is an Associate of the
Institute of Chartered Accountants in England and Wales.
Mr Falla has a degree in Property Valuation and
Management from City University London and is a
Chartered Fellow of the Chartered Institute for Securities
and Investment, holding their diploma. Mr Falla qualified
as a chartered accountant with Ernst and Young in
London, before transferring to their Corporate Finance
Department, specialising in the valuation of unquoted
shares and securities, including private equity holdings.
On Mr Falla’s return to Guernsey in 1996, he worked for an
International Bank before joining The International Stock
Exchange (formerly Channel Islands Stock Exchange) in
1998 on its launch as a member of the Market Authority.
In 2000, Mr Falla joined the Edmond de Rothschild Group.
Although based in Guernsey, he provided corporate
finance advice to international clients including open
and closed-ended funds, and institutions with significant
property interests. Mr Falla was also a director of a number
of Edmond de Rothschild operating and investment
entities. Mr Falla has been a non-executive director
of London listed companies for a number of years, and
is now a full-time non-executive director and consultant.
Contribution to NBPE
Mr Falla has significant expertise as an accountant and
as a non-executive director of London listed companies
for over 10 years, both of which contribute to his role
as a non-executive director of the Company and as Chair
of the Audit Committee.
Other public directorships
Baker Steel Resources Trust Limited.
MM
AA
N&RN&R
Background and experience
Louisa Symington-Mills has extensive experience of the
listed private equity sector. She was a listed alternative
investment funds equity research analyst at Royal Bank
of Scotland and Jeeries, with a particular focus on listed
private equity investment companies. She has played a
key role in increasing awareness and understanding of
listed private equity.
She subsequently became chief operating ocer at LPEQ
(now part of Invest Europe), an international association
of listed private equity companies, and is now an
award-winning entrepreneur. Ms Symington-Mills began
her career at M&G Investment Management in 2003
and has an English Literature degree from the University
of Durham.
Contribution to NBPE
Ms Symington-Mills’ experience in listed private equity,
and as a research analyst, provides a depth of insight to
the Board during meetings. Her input is particularly
valued during discussions with the Company’s corporate
brokers and other investor relations advisers.
Other public directorships
Ms Symington-Mills has no other public company
directorships.
Background and experience
Pawan Dhir has over three decades of global experience
in finance in private equity, as well as the wider asset
and wealth management sectors. He has held a number
of leadership positions in finance, audit, risk management
and valuations, including specialising in the valuation of
unquoted shares and securities.
Mr Dhir worked for UBS for nearly 25 years, where he was
latterly Managing Director and Global Head of Financial
Accounting & Controlling and was previously at Morgan
Stanley. He is a Fellow of the Institute of Chartered
Accountants in England and Wales, having qualified with
Coopers & Lybrand. Mr Dhir graduated from the
University of Manchester with a BSc in Physics. He is a
non-executive director and Audit Chair at the Royal Free
London NHS Foundation Trust and holds a number of Board
Trustee positions in the educational sector.
Contribution to NBPE
Mr Dhir’s experience in finance as well as being an
experienced non-executive director and Audit Chair is
significantly valuable to the Board and its committees.
Other public directorships
Mr Dhir has no other public company directorships.
LOUISA SYMINGTON-MILLS
Independent Director
PAWAN DHIR
Independent Director
JOHN MARTYN FALLA
Independent Director
Appointed 15 June 2021Appointed 19 September 2023 |
Assuming Audit Chair role at June 2025 AGM
WILKEN VON HODENBERG
Senior Independent Director
Appointed 21 March 2019Appointed 21 December 2015 |
Retiring at June 2025 AGM
M
A
N&R
M
A
N&R
The Board
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Composition and independence
The Board currently comprises six Non-
Executive Directors. As outlined in the NBPE
2024 Annual Report, it is the Directors’
intention that the size of the Board should
decrease tofive and will do so following
MrFalla’s retirement at the 2025 AGM.
However, the size of the Board may increase
again temporarily in 2026 to allow for a
handover period prior to Ms.Clark’s retirement
at the AGM in 2026.
The Board regularly reviews the independence
of its members and, having due regard to the
definitions and current guidelines on
independence under the AIC Code, considers
all Directors to be independent, and confirms
that the Chairman was independent on
appointment and has remained so during his
tenure. Biographies of each Director can be
found on pages 45 and 46.
Induction and training
Directors are provided, on a regular basis, with
key information on the Company’s policies,
regulatory requirements and its internal
controls. Regulatory and legislative changes
aecting Directors’ responsibilities are advised
to the Board as they arise, along with changes
to best practice by, among others, the Company
Secretary and the Auditors. Advisers to the
Company also prepare reports for the Board
from time to time on relevant topics and issues.
In addition, Directors attend relevant seminars
and events to allow them to refresh their skills
and knowledge and keep up with changes
within the investment company industry.
The Board of NBPE has considered the
principles and provisions of the Association of
Investment Companies (“AIC”) Code of
Corporate Governance (“AIC Code”). The AIC
Code addresses the principles and provisions
set out in the UK Corporate Governance Code
(the “UK Code”), as they are relevant to an
Investment Company. The Board considers
that reporting against the principles and
provisions of the AIC Code, which has been
endorsed by the Guernsey Financial Services
Commission, provides more relevant
information to shareholders.
The AIC Code is available on the AIC website
(www.theaic.co.uk). It includes an explanation
of how the AIC Code adapts the principles and
provisions set out in the UK Code to make
them relevant for investment companies.
Further information on the Company’s
compliance with the AIC Code can be found
on page 66.
The Company is also subject to the Alternative
Investment Fund Managers Directive
(“AIFMD”) and has a management agreement
with NB Alternatives Advisers, LLC (the
“Investment Manager” or the “Manager”)
to act as its Alternative Investment Fund
Manager (“AIFM”).
When a new Director is appointed to the
Board, they are provided with relevant
information regarding the Company and their
duties and responsibilities as a Director.
In addition, the new Director also spends time
with representatives of the Company
Secretary, the Investment Manager and other
key service providers in order to learn more
about their processes and procedures.
The induction process covers a number of key
business areas and teams, including: meetings
with the Board and Chairman to discuss the
Company’s business, operations and
governance; meetings with the Company’s
Investment Manager to look at the Company’s
portfolio, investment management and
operations; meetings with the Company’s
administrator to discuss legal and regulatory
obligations and requirements, processes and
governance generally; meetings with the
Company’s corporate brokers to discuss
investor perceptions, capital markets, and the
development of the Company’s shareholder
base; and meetings with the Company’s
Auditors,PR and marketing advisers.
The Board provides appropriate training to all
new Directors, which includes training on their
duties, including those under Section 172
of the UK Companies Act 2006, and provides
refresher courses from time to time. When a new
Director joins the Board, they receive training,
including details of regulatory and legal duties as
a director of a Guernsey domiciled investment
company listed on the Main Market of the
London Stock Exchange. Furthermore, the
Chairman reviews the training and development
needs of each Director during the annual Board
evaluation process.
Corporate governance
e Directors are
committed to robust
standards of corporate
governance.
Corporate governance
47
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Performance evaluation
and eectiveness
In accordance with Provision 26 of the AIC
Code, the Company undergoes an annual
evaluation of the Board’s performance, its
committees, the Chair and the individual
Directors. An external evaluation takes place
every three years. In other years, the process
takes place in the form of questionnaires and
discussion. Both the internal and external
annual evaluation help ensure that the Board’s
operations remain aligned with the culture,
purpose and values of the Company, and help
identify areas for improvement. The Senior
Independent Director leads the appraisal of
the Chairman’s performance. An external
independent review of the Board’s
performance was undertaken by Fletcher
Jones Limited in 2022. Overall that report
found that the collective eectiveness of the
Board and of each individual member was
ranked highly in key areas such as investment
performance and monitoring, strategic and
corporate issues, governance and shareholder
matters. Concerning investment matters,
Board members scored highly in dierent
areas, suggesting that the Board is
strengthened by the diversity of skills and
experience among its members. Further, the
report noted a healthy, respectful and
conducive Board in operation where all
Directors listened to each other and advisers
and used a constructive style to provide
appropriate challenge and to test
understanding. An external independent
review of the Board’s performance takes place
every three years, with the next review later
this year.
In 2024, under the mandate of the Nomination
and Remuneration Committee, the Directors
completed an internal performance
evaluation of the Board and its committees,
individual Directors and the Chairman.
Theevaluation was conducted using tailored
annual performance questionnaires to assess
Directors’ feedback on various areas including:
(i) Investment Matters; (ii) Composition
andIndependence; (iii) Board Processes;
(iv)Relationships and Communication;
(v)Shareholder Value; (vi) Knowledge and
Skills; as well as any additional information
that may be required to facilitate better Board
discussions. The responses were collated by
the Company Secretary and presented to the
Board for consideration. The Board held an
extensive discussion and concluded that the
2024 annual performance evaluation of the
Board, its committees, the Chair and the
individual Directors was satisfactory, taking
into account the Directors’ eective
contribution and relevant skills and experience
that the Board deemed to be appropriate
tothe requirements of the Company.
Directors’ time commitments
At the time a new Director is appointed to the
Company, consideration is given to his or her
time commitments and availability in order
tofulfil the role. A schedule of each Director’s
appointments is tabled quarterly for each Board
meeting. In the year under review, all Directors
were considered to have sucient time to
commit to their respective roles on theBoard,
taking account of their external appointments.
Diversity and inclusion
The Board’s ongoing objective is to have
an appropriately diversified representation
bygender, ethnic background, skills and
experience. Details of the Directors’ wide
range of experience and skills which
contribute towards creating a balanced and
inclusive decision-making environment and
overall eective operation of the Board, can
befound in their biographies and in the skills
matrix on pages 45 and 46.
The Board supports the requirements in the
UK Listing Rules to provide detail on whether
the Board has met with specific board diversity
targets, on a comply or explain basis, reflecting
the recommendations set by both the FTSE
Women Leaders Review on gender diversity
and the Parker Review regarding minority
ethnicity representation on boards.
The Board currently has two female Directors,
making the gender balance 33% female and
67% male, and one Director from a minority
ethnic background. As part of the Board’s
succession planning, which takes account of
future retirements of Directors upon reaching
nine years of service and the skills that they
bring that will need replacement, Pawan Dhir
joined the Board in September 2023 as Mr.Falla’s
successor, temporarily taking the total Board size
to six Directors. The Board composition is
intended to decrease to five Directors following
a period of handover and Mr Falla’s retirement
atthe June 2025 AGM, consequently shifting the
gender balance back to 40% female and 60%
male, thereby meeting the FTSE Women Leaders
target by the end of 2025. The Board iscognisant
that a female Director does not currently hold
one of the senior positions (that are applicable
to the Company) of either the Chair or the
Senior Independent Director, but notes Trudi
Clark chairs two of the Company’s committees,
the Management Engagement Committee
and the Nomination and Remuneration
Committee. NBPE only has one other
committee, the Audit Committee.
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Gender diversity
Director
Number
ofBoard
members in
scope (Post
AGM)*
Percentage
ofthe Board
(Post AGM)*
Number
ofsenior
positions on
the Board
(CEO,CFO, SID
and Chair)**
Men 4 (3) 67% (60%) 3
Women 2 (2) 33% (40%) 2
Not specified/prefer not to say 0 (0) 0% (0%) 0
* Following John Falla’s retirement at the upcoming 2025 Company AGM, the number of male Board members will be three and the
number of female Board members will be two, corresponding to percentages of 60% and 40% respectively
** As the roles of CEO and CFO are not applicable for investment trusts, this criteria cannot be met in full. The company has three
committees, two of which are chaired by Trudi Clark.
Ethnic diversity
During the year, the Company met the Parker Review target of having a person from a minority
ethnic group on the Board.
Director
Number
ofBoard
members in
scope (Post
AGM)*
Percentage
ofthe Board
(Post AGM)*
Number
ofsenior
positions on
the Board
(CEO,CFO, SID
and Chair) (Post
AGM)**
White British or other White (including minority white groups) 5 (4) 83% (80%) 4 (3)
Mixed/multiple ethnic groups – – –
Asian/Asian British 1 (1) 17% (20%) – (1)
Black/African/Caribbean/Black British – – –
Other ethnic group (including Arab) – – –
Not specified/preferred not to say – – –
* Following John Falla’s retirement at the upcoming 2025 Company AGM, the number of white Board members will be four and the
number of Asian Board members will be one, corresponding to percentages of 80% and 20% respectively
** The data in the tables above was collected using a self-assessment questionnaire reflecting the categories set out in the table,
which each of the relevant individuals was requested to complete
The Board acknowledges the importance of gender and minority ethnic diversity within the
Boardroom. While all future appointments will be made based on merit, the consideration
oftheBoard’s diversity will form an integral part of succession planning. The Board’s long-term
succession plan takes account of future retirements of Directors upon reaching nine years
ofservice and the skills that they bring that will need replacement.
Tenure of Independent
Non-Executive Directors
Each Non-Executive Director is appointed
by a letter of appointment on an ongoing
basis, and shareholders vote on whether
toelect/re-elect him or her at every AGM.
ANon-Executive Director will only be
proposed for re-election at an AGM if the
Board is satisfied with the Non-Executive
Director’s performance, independence and
ongoing time commitment.
The Board has adopted a policy on tenure that
is considered appropriate for an investment
company. The Board does not believe that
length of service, by itself, leads to a closer
relationship with the Investment Manager or
necessarily aects a Director’s independence.
The Board’s tenure and succession policy seeks
to ensure that the Board is well balanced and
will be refreshed from time to time by the
appointment of new Directors with the skills
and experience necessary to replace those lost
by Directors’ retirements. Directors must be
able to demonstrate their commitment to the
Company. The Board seeks to encompass past
and current experience of various areas
relevant to the Company’s business.
TENURE YEARS
0–3 years
4–6 years
7+ years
20.0%
60.0%
20.0%
Chair tenure policy
The Company’s policy is that the Chair should
normally serve no longer than nine years
asaDirector but, when it is in the best interests
of the Company, shareholders and stakeholders,
the Chair may serve for a limited time beyond
that. Such circumstances may include, but not
be limited to, periods of succession planning or
to provide stability during a period of major
change in the Company. In such circumstances,
the independence of the other Directors
will ensure that the Board as a whole
remainsindependent.
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The Senior Independent Director should
perform, where appropriate, the following
duties:
Duties relating to the Chair
– Work closely with the Chair, serving as a
sounding board and providing support
through acting as an intermediary for
other Directors and shareholders by
identifying issues and trying to mediate
and build a consensus
– Hold annual meetings with Non-Executive
Directors, to appraise the Chair’s
performance and deliver feedback
to the Chair
Duties relating to the Board
– Ensure that the views of each Non-Executive
Director are appropriately considered,
provide a forum for confidential discussions
if their concerns are not fully addressed by
the Board, and have the authority to call a
meeting of the Non-Executive Directors
when necessary
Duties relating to shareholders
– Be available to shareholders with unresolved
concerns and, when necessary, meet with
major shareholders to understand their
concerns and address issues
The SID Roles and Responsibilities Policy can
be found on the Company’s website.
Board and committee meetings
The Board meets quarterly to discuss Company
developments and ongoing activities. Over
the year, in addition to the quarterly meetings,
the Board also held various ad hoc meetings to
discuss documentation, approve dividend
payments and other matters. The Board held
detailed discussions and reviews around the
following matters:
– Reviewing and evaluating the Company’s
capital allocation framework
– Evaluating the level of capital return
including dividends and share buybacks
– Reviewing the Company’s share price
discount to NAV on an absolute and
relative basis
– Detailed review of the investment portfolio
and performance and financially material
environmental, social, and governance
monitoring
– Discussions surrounding AIC cost disclosures
for Investment Trusts
– Review of the Company’s investor relations
programme including updates and
feedback from investor meetings, events,
ongoing initiatives and communications
– Reports from various Company service
providers and advisers
– An update from the Investment Manager on
Neuberger Berman’s information security
programme and security key risk indicators
– Jeeries and Stifel, as joint Corporate Brokers
The Investment Manager and the Company’s
Administrator furnish the Directors with
relevant materials, including investment
reports, risk analysis and other documents
in a timely manner prior to each Board meeting.
In addition, an agenda is circulated to the
Directors prior to the meeting, and the
Directors may consider additional topics for
discussion prior to each Board meeting.
Representatives from the Investment
Manager attend the meetings to report to the
Role of the Board
It is the responsibility of the Board to ensure
that there is eective stewardship of the
Company’s aairs. Strategic issues are
determined by the Board. A formal schedule
ofoperational matters reserved for the Board
has been adopted in order to enable it to
discharge its responsibilities, and enable
Directors to have full and timely access to
relevant information.
The major duties and reserved powers of the
Board cover the Directors’ duties and statutory
obligations as well as strategic, financial and
shareholder matters and focus strongly on the
delegation, supervision, reporting, compliance,
monitoring and control responsibilities of the
Board. As such, the key responsibilities are to
exercise central management and control by
directing the Company in accordance with
agreed investment policy and applying
generally accepted standards of best practice
and principles of good governance, in the
interests of the protection of investors,
shareholders and all stakeholders.
The major duties of the Board include, but are
not limited to:
– statutory obligations including review and
approval of annual and interim accounts,
dividends, the Company risk matrix circulars
and shareholder announcements
– making recommendations to shareholders
regarding changes to the Memorandum
and Articles of Incorporation, proposals
relating to the appointment of the auditors
and audit fee and all other matters
regarding major corporate issues
– compliance with listing rules and guidelines
and continuing obligations as well as
applicable legislation and regulation
– strategic and financial matters including
consideration of the Company’s mandate
and objectives, future strategy, investment
policy and guidelines
– as the Company has no employees and
delegates its operations to third parties,
akey responsibility of the Board is the
oversight of its key service providers,
inparticular its Investment Manager and
Administrators, to ensure that they deliver
services at the highest standard and also
have strong systems of internal control
tosafeguard the assets of the Company
– ensure that a framework for strong
corporate governance is in place which is
believed to be suitable for the Company.
Role of the Chair
The Chairman leads the Board and is
responsible for ensuring that the Board
upholds a high standard of corporate
governance and operates eectively and
eciently, promoting a culture of openness
and debate.
Role of Senior Independent
Director
The Senior Independent Director (“SID”) works
closely with the Chairman and ensures that
each of the Non-Executive Directors’ concerns
are heard, and is available to attend meetings
with a range of major shareholders to
understand potential concerns.
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NB Private Equity Partners Annual Report 2024
Does not include ad hoc Board meetings
In the unlikely event of any Directors being unable to attend Board or committee meetings, the relevant Directors would be contacted
by the Chairman before and/or after the meeting to ensure they are aware of the issues being discussed and to obtain their input.
*Attendance at Audit Committee meetings was not as a member of the committee
Director Board meeting
Audit
Committee MEC NRC
William Maltby* 4 (4) 3 (3) 1 (1) 3 (3)
Trudi Clark 4 (4) 3 (3) 1 (1) 3 (3)
Pawan Dhir 4 (4) 3 (3) 1 (1) 1 (1)
John Martyn Falla 4 (4) 3 (3) 1 (1) 3 (3)
Louisa Symington-Mills 4 (4) 3 (3) 1 (1) 3 (3)
Wilken von Hodenberg 4 (4) 3 (3) 1 (1) 3 (3)
Board on relevant matters regarding
investment performance and investment
activities. Other service providers to the
Company are invited to speak at Board
meetings on relevant matters, as necessary.
The quorum for any Board meeting is two
Directors but attendance by all Directors at each
meeting is strongly encouraged.
The table above conveys the number of Board
and committee meetings attended and, in
brackets, the number of scheduled meetings.
Company Secretary
The Directors also have access to the advice
and services of the Company Secretary,
Ocorian Administration (Guernsey) Limited (to
31 October 2024) and then Oak Fund Services
(Guernsey) Limited, which is responsible to the
Board for ensuring the timely delivery of
information and reports, and for ensuring that
statutory obligations of the Company are met.
Flow of information
The Company places great emphasis on the
flow of information from the Investment
Manager to the Board, ensuring that the
Directors have relevant information to make
informed decisions for the benefit of the
shareholders. At Board and ad hoc meetings,
the Investment Manager provides the Board
with key information regarding the
underlying investments, ideas for new
initiatives that will help drive shareholder
value, and continual feedback from
shareholders. This information assists the
Board’s evaluation of the Company’s key
performance indicators, found on pages
12and 13 of the strategic report.
The Investment Manager’s reports to the
Board included:
– Investment performance and portfolio
composition: performance of underlying
portfolio company investments as well as
analysis on the underlying portfolio
composition as a whole.
– The Board evaluated the portfolio liquidity
position to assist in decisions regarding
dividends paid by the Company as well as
capital allocated to the Company’s buyback
programme.
– Company financial position and net asset
value (“NAV”): the Board reviewed the
Company’s liquidity position to assist
performance of the Company’s NAV.
TheBoard also reviews this information in
relationship to the Company’s share price to
evaluate the Company’s share price discount
to NAV and those of the Company’s peers.
– Returns information: the Board evaluated
both the NAV per share return and the
NAV Total Return, including the Company’s
dividends.
In addition, the Board arranges for
presentations from the Company’s brokers
and other advisers and service providers on
matters relevant to the Company’s business.
The Board maintains regular contact with the
Company’s service providers, both formally
and informally, to ensure that they are
updated on all issues and kept abreast of the
latest developments.
The Board gives feedback on all relevant items
discussed to help achieve success for the
benefit of shareholders as a whole.
The Board recognises that much of the
decision making, particularly with respect to
underlying investments, is delegated to the
Investment Manager as per the Investment
Management Agreement; however, the Board
is responsible for oversight of the Investment
Manager and regularly reviews information to
ensure decisions are in line with the overall
strategy set by the Board. In addition to the
regular updates from the Investment
Manager, the Board conducts a detailed
annual review of the investment portfolio.
Subsequent to the end of this reporting
period, in March 2025, the Directors visited
Neuberger Berman’s headquarters in New
York and held detailed discussion with key
Neuberger Berman personnel, as well as
representatives of a number of the Company’s
key service providers in order to review tax,
accounting and audit matters.
Director indemnity
To the extent permitted by the Companies
(Guernsey) Law, 2008 (as amended), the
Company’s Articles of Incorporation
indemnify the Directors out of the Company’s
assets from and against all liabilities in
respect of which they may be lawfully
indemnified, except for any liability (if any) as
they shall incur or sustain by or through their
own wilful act, gross negligence or default.
During the year, the Company has maintained
insurance cover for its Directors and ocers
under a directors and ocers liability
insurance policy.
Disclosures required under
UKLR 6.6.1R
There are no disclosures required under the
Financial Conduct Authority’s UK Listing Rule
6.6.1R which have not been disclosed elsewhere
in this report.
Conflicts of interest
The Company has adopted a policy requiring
Directors to disclose any conflicts of interest,
including those resulting from significant shares
held in the Company or an investee company
and other directorships, shareholdings or
historic employment linked to the Investment
Manager. In accordance with the policy, any such
conflicts require approval from the remainder of
the Board. A list of each Director’s directorships
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51
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NB Private Equity Partners Annual Report 2024
is tabled at each quarterly meeting and
the Board considers any potential arising
conflicts at each Board meeting held prior
to proceeding with any business. Currently
there are no conflicts in respect of any Director.
Anti-bribery
and corruption policy
The Investment Manager has processes in
place to ensure that bribery and corruption do
not take place within the Investment Manager
or the Company. These include formal policies
and regular training for all sta. The Board
hasreviewed these processes and found
themadequate.
Environmental policy
Due to the Company’s premium listing on the
London Stock Exchange, the Company
is required to disclose its environmental policy.
As an investment company, NBPE is not
required to report against the Task Force
on Climate-related Financial Disclosures
(“TCFD”) framework; however, understanding
and managing climate-related risks and
opportunities based on the TCFD’s
recommendations is part of the Investment
Manager’s Responsible Investment Policy.
Further information on the social and
environmental policies of the Investment
Manager can be found in the Environmental,
Social and Governance section on pages
26 to 30.
Whistleblowing policy
andarrangements
The Board and the Audit Committee have been
made aware of the processes the Investment
Manager has in place to ensure that sta of the
Investment Manager may in confidence raise
concerns about possible improprieties in
matters of financial reporting or other matters
and ensure that arrangements are in place for
the proportionate and independent
investigation of such matters and follow-up
action. The Investment Manager has
established and implemented processes.
Theseinclude formal policies and regular
training for all sta. The Board was satisfied
thatthe processes in place are appropriate.
Board committees
The terms of reference for all committees
described below are available on the
Company’s website.
Management Engagement
Committee
Details of the composition of the Management
Engagement Committee (“MEC”) can be found
on page 44. The MEC meets at least once a year
pursuant to the committee’s terms of reference,
and at other times as required by the Board.
TheMEC is comprised of the entire Board.
The principal duties of the MEC are to:
– review the terms of the Investment
Management Agreement, as well as any
other key service providers
– propose any changes to the terms of the
Investment Management Agreement, or
that of any other key service provider
agreement that it considers necessary
anddesirable as a result of its review
– review the fees payable to the Investment
Manager to ensure that it does not
encourage excessive risk and that it rewards
demonstrable superior performance
– review the overall performance of the
Investment Manager and other key service
providers
– satisfy itself that the duties of the parties as
set out in the relevant agreements are being
performed as required
– consider any changes proposed by the
parties to the terms of the relevant
agreements and to review, at the intervals
provided for in the agreements, the amount
and terms of payment of the parties’
remuneration
– consider any specific matters relating to the
engagement of the parties which the Board
may request
– report to the Board on its conclusions and to
make recommendations in respect of any
matters within its remit
– ensure that service providers are not
operating conflicts of interest in accordance
with Authorised Closed Ended Investment
Scheme Rules.
The Company has agreements with service
providers, the following of which are
considered significant:
– NB Alternatives Advisers LLC, as Investment
Manager, pursuant to an Investment
Management Agreement
– MUFG Capital Analytics LLC, as U.S.
Administrator
– From 1 January 2024 to 30 September 2024,
Ocorian Administration (Guernsey) Limited,
as Company Secretary and Guernsey
Administrator
– From 1 October 2024,Oak Fund Services
(Guernsey) Limited, as Company Secretary
and Guernsey Administrator
– MUFG Corporate Markets, as Registrar
– Bank of New York, as Depositary
– Bank of America Merrill Lynch (cash
custodian), U.S. Bank (cash & securities
custodian), and Neuberger Berman
(securities custodian), together as Custodians
– Jeeries and Stifel, as joint Corporate
Brokers
– Herbert Smith Freehills and Carey Olsen,
as Legal Counsel
– Kepler Partners, as Investor Marketing
Adviser
– Kaso Legg Communications, as Public
Relations Adviser
– PricewaterhouseCoopers Dallas, as Tax
Adviser
– Friend Studio, as Annual Report Designer
– Hardman & Co, as Research & Consulting
Adviser
Information regarding the consolidated fees
paid to service providers can be found in Note
10 to the Financial Statements.
During 2024, the MEC, after conducting an
evaluation of the Guernsey Administrator
including an evaluation of other Guernsey
service providers, recommended to the Board
to change the Guernsey Administrator and
Company Secretary from Ocorian
Administration (Guernsey) Limited to Oak
Fund Services Limited. This transfer took place
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NB Private Equity Partners Annual Report 2024
eective 1 October 2024. The Committee also
conducted reviews of the other key service
providers, including the Investment Manager,
to ensure terms of the contract are executed
and remain in the best interest of shareholders.
The MEC invited each of the key service
providers, through a questionnaire, togive the
Board a self-assessment review of their
performance during the year, in addition to
providing information, and relevant policies,
regarding eective internal controls,
appropriate disaster recovery/business
continuity arrangements, technology to
maintain information security and client
confidentiality, compliance with anti-bribery
and corruption laws, details on the prevention
of the facilitation of tax evasion, compliance
with data protection legislation, their
organisation’s environmental, social, and
governance considerations, and any details
regarding cyber attacks. The MEC reviewed
each of the questionnaires and held a
discussion regarding the performance of each
of the Company’s key service providers, level of
service and service contracts. Following this
discussion in December 2024, the MEC was
satisfied with the Service Providers’ internal
controls and the level of service the Company
was receiving from each of the key service
providers. For further details on this process
please refer to the Stakeholder Engagement
section on page 34 of this report.
Audit Committee
Details of the composition of the Audit
Committee can be found on page 44.
All Directors on the committee bring relevant
experience and perspectives; the composition
of the Audit Committee is considered
appropriate for the Company’s size and
strategy. Details of the role of the Audit
Committee can be found in the Audit
Committee Report on page 62.
A full copy of the Audit Committee terms of
reference are available on the Company’s
website and from the Company Secretary.
Nomination and Remuneration
Committee
Details of the composition of the Nomination
and Remuneration Committee (“NRC”)
can be found on page 44. The NRC is
comprised of the entire Board. The Board has
elected to combine the nomination and
remuneration duties into a single committee,
as the Board believes these topics and
responsibilities are interrelated and leads to
more thoughtful discussions and better
decision making. The Board believes having
the views of all Directors on these matters is
particularly important as each Director brings
a unique set of skills and knowledge.
The duties and responsibilities of the
committee are summarised below:
Nomination
– Identifying and nominating, for approval
bythe Board, suitable candidates to fill
Board vacancies
– Considering the services of external advisers
to facilitate a Director search
– To review regularly the Board structure,
taking into consideration the skills,
knowledge, diversity and experience
of the Board
– To review the results of the annual Board
evaluation process
– To review annually the time requirements
from the Non-Executive Directors
– Succession planning
Remuneration
– To agree and determine the remuneration
of the Chairman and Non-Executive
Directors while ensuring that no Director
isinvolved in any decisions regarding their
own remuneration and taking into
consideration all relevant legal and
regulatory compliance
– To obtain reliable and up-to-date
information regarding remuneration in
other comparable companies
– To review and consider any additional ad
hoc payments in relation to duties
undertaken over and above normal business
Further details of the committee’s activities
can be found in the Remuneration report on
pages 59 to 61.
Internal controls
The Board, as advised by the Audit Committee,
monitors the risks facing the Company and the
controls put in place to help mitigate those
risks. The Company itself has no premises nor
employees, and operates by delegating
functions to service providers subject to the
oversight of the Board. Further details on the
assessment of the internal controls of the
service providers can be found on page 64.
In line with the Financial Reporting Council
(“FRC”) guidance, the Audit Committee keeps
under review the need for an internal audit
function. The Audit Committee is satisfied that
the systems of internal control of the Company,
the Investment Manager and the Administrators
are adequate to fulfil the Board’s obligation in
this regard, and that currently an internal audit
function is not necessary.
Purpose and culture
The Company’s purpose is to give shareholders
access to the long-term returns available from
a portfolio of direct investments in highly
attractive private companies by leveraging the
strength of the Neuberger Berman global
platform, while investing responsibly to create
value for stakeholders.
The Directors believe that maintaining a
healthy corporate culture among the Board and
in its interaction with the Investment Manager,
shareholders and other stakeholders will
support the delivery of the Company’s purpose,
values and strategy. As part of this, the Board
recognises the importance of ensuring that the
Board’s culture and that of the Investment
Manager are aligned.
Corporate governance
53
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NB Private Equity Partners Annual Report 2024
Corporate governance
The Board, together with the Investment
Manager, promotes and facilitates a strong
culture of communication, respect and trust
through ongoing dialogue and engagement
with its service providers. The Board maintains
a high level of professional and personal
respect with the Company’s service providers.
As the Company has no employees and acts
through the Investment Manager, the Board
continues to monitor culture on an ongoing
basis via feedback from shareholders,
the Investment Manager or input from
other advisers.
As part of this culture, the Board and
Investment Manager believe responsible
investing is an important part of operating
in today’s society and assessing overall
investment risk and opportunities (see page
26). For more information on the Company’s
Responsible Investment policy, please see
pages 25 to 30.
Stakeholder engagement
NBPE’s Section 172 statement, which details
engagements with stakeholders during the
year, can be found on pages 34 to 35.
Shareholder communication
The Board welcomes shareholders’ views and
places great importance on communication
with the Company’s shareholders.
Both the Company’s Annual Report and
consolidated financial statements, containing
a detailed review of performance and of
changes to the investment portfolio, and
monthly factsheets with details of the
Company’s strategy and performance,
thefinancial position of the Company and the
underlying diversification of the portfolio,
aremade available to investors through the
Company’s website. Investor presentations
arealso available on the Company’s website.
A structured programme of shareholder
presentations by the Investment Manager
to institutional shareholders takes place
following the publication of the Annual
Report and quarterly updates. In addition,
the Chairman and the Board members are
available to meet shareholders. The Chairman
met with shareholders in January and
February, 2025.
NBPE also holds an annual Capital Markets
Day. Last year’s event was held in person in
London on 6 November 2024 to update
shareholders and research analysts on the
Company’s performance and investment
activities during the year.
The Company maintains a website which
contains comprehensive information. Detailed
information is presented on the Company’s
investment strategy, share information, the
Investment Manager’s platform and team,
insights from the Investment Manager’s team
of investment professionals, and investment
performance, as well as an investor centre,
which has a library of all publications and
details of how to register for Company
notifications.
A detailed list of the Company’s major
shareholders is reviewed at each quarterly
Board meeting.
William Maltby
Chairman
25 April 2025
54
Strategic report Governance Financials Other
NB Private Equity Partners Annual Report 2024
company directorships. The Directors review
their independence and oer themselves up
for re-election annually.
Detail of the Board’s Diversity Policy in its
consideration of any new or additional
Directors can be found on page 49 and on the
Company’s website.
Articles of Incorporation
Holders of the Company’s Class A Ordinary
Shares enjoy the rights set out in the Company’s
Articles of Incorporation and the Companies
(Guernsey) Law, 2008, as amended. Holders of
the Class A Ordinary Shares have the right to
receive notice of general meetings of the
Company and have the right to vote at all
general meetings. The Company’s Articles of
Incorporation may be amended by special
resolution in a general meeting.
Purchase of shares
The Company is authorised, in accordance
with Section 315 of the Companies (Guernsey)
Law 2008, as amended (the “Companies
Law”), subject to the UK Listing Rules made by
the United Kingdom Financial Conduct
Authority and all other applicable legislation
and regulations, to make market acquisitions
(within the meaning of Section 316 of the
Companies Law) of its own Class A Shares (as
defined in the Company’s Articles of
Incorporation), which may be cancelled or
held as treasury shares, provided that:
i. the maximum number of Class A Shares
authorised to be purchased under this
authority shall be 6,931,034 Class A Shares
(being 14.99%. of the Class A Shares in issue
The Directors’ report should be read in
conjunction with the Strategic report (pages
1to 42) and the Remuneration report
(pages59 to 61), which are incorporated here
by reference.
Principal activity
NBPE is a closed-ended investment company,
which invests in direct private equity-backed
companies, and is registered in Guernsey.
TheCompany’s registered oce is Oak House,
Hirzel Street, St. Peter Port, Guernsey GY1 2NP.
The Company’s Class A Ordinary Shares are
listed and admitted to trading on the Main
Market of the London Stock Exchange under
the symbols “NBPE” and “NBPU”,
corresponding to the Sterling and U.S. Dollar
quotes, respectively.
Investment policy
The Company’s investment policy is set out
onpage 58.
Political donations and policy
The Company does not pay any political
donations in cash or in-kind.
Directors
Details of the Directors can be found on pages
45 and 46, including a list of other public
(excluding Class A Shares held in treasury))
as at 12 June 2024
ii. the minimum price (exclusive of expenses)
which may be paid for a Class A Share
is$0.01
iii. the maximum price (exclusive of expenses)
which may be paid for a Class A Share shall
be not more than an amount equal to the
higher of: (a) 5% above the average
mid-market value of the Class A Shares on
the regulated market where the repurchase
is carried out for the five business days prior
to the day the purchase is made; and (b) the
higher of (i) the price of the last independent
trade and (ii) the highest current
independent bid price, in each case on the
regulated market where the purchase is
carried out
iv. such authority expires on the date which is
15 months from the date of passing of the
resolution or, if earlier, at the end of the
Company’s Annual General Meeting to be
held in June 2025 (unless previously
renewed, revoked or varied by the Company
by special resolution) save that the Company
may make a contract to acquire Class A
Shares under this authority before its expiry
which will or may be executed wholly or
partly after its expiration and the Company
may make an acquisition of Class A Shares
pursuant to such a contract.
The authority will only be exercised if the
Directors believe that to do so would be in
the best interest of shareholders generally.
Anyshares purchased under this authority
would be at a discount to net asset value
(“NAV”) per share and therefore accretive to the
NAV per share for the remaining shareholders.
Directors’ report
e Directors present
their annual nancial
report and consolidated
nancial statements of
NB Private Equity
Partners Limited and its
subsidiaries for the year
ended 31 December 2024.
Directors’ report
55
Strategic report Governance Financials Other
NB Private Equity Partners Annual Report 2024
Investment Manager
The Company is managed by NB Alternatives
Advisers LLC pursuant to an Investment
Management Agreement, dated 2 May 2017.
Subject to the Board’s overall strategic
direction and instructions, the Investment
Manager makes all of the Company’s
investment decisions. The Investment
Manager has been appointed since 2007,
andremains appointed, unless terminated by
the Company with 30 days prior written notice
and approved by a shareholder ordinary
resolution or with immediate eect under
certain conditions. If the Company terminates
the Investment Management Agreement
without cause, the Company shall pay a
termination fee equal to: seven years of
management fees, plus an amount equal
toseven times the mean average incentive
allocation of the three performance periods
immediately preceding the termination, plus
all underwriting, placement and other
expenses borne by the Investment Manager
oraliates in connection with the Company’s
Initial Public Oering. Furthermore, an event
of default is triggered if the Investment
Manager ceases to manage the Company.
TheInvestment Manager is responsible for the
day-to-day management of the Company,
sourcing, evaluating and making investment
decisions related to the Company.
The Investment Manager makes the decisions
regarding individual investments in line with
the investment strategy set by the Board. The
Investment Manager’s team of professionals is
also responsible for managing the Company’s
assets, including monitoring the Company’s
investment portfolio and assigning valuations
to the Company’s investments based on the
Company’s valuation methodology, which can
be found on page 102. The Investment
Manager is also responsible for executing the
Company’s investor relations programme.
TheBoard keeps the performance of the
Investment Manager under regular review.
Theongoing review of the Investment Manager
includes activities and performance over the
course of the year, including, but not limited to,
overall investment performance, portfolio risk,
cash flow projections, assessment of internal
controls, fees payable by the Company to the
Investment Manager, as well as a review of the
Company’s peer group.
The Board believes the Investment Manager’s
experience, track record, team and platform is
advantageous to the Company and the
Investment Manager’s continued appointment
is in the best interest of shareholders.
Other service providers
Administrative and accounting services are
provided by MUFG Capital Analytics LLC, as
Administrator, with, from 1 October 2024,
OakFund Services (Guernsey) Limited, acting as
Company Secretary and Guernsey
Administrator. Prior to 1 October 2024, the
Company Secretary and Guernsey Administrator
was Ocorian Administration (Guernsey) Limited.
The Board has also appointed Bank of New York
to act as the Company’s Depositary (as required
by the AIFM Directive) (the “Depositary”) subject
to the terms and conditions of a Depositary
Agreement, dated 25 July 2007, the AIFM and
the Depositary. Bank of America Merrill Lynch,
U.S. Bank and Neuberger Berman also perform
custody functions for the Company’s cash,
andcash and securities.
Full details of all of the Company’s service
providers and the Board’s engagement with
them are set out on pages 52 to 53.
Dividend policy
The Company instituted a long-term policy of
paying sustainable dividends to shareholders
in 2013. The Company targets an annualised
dividend yield of 3.0% or greater on NAV, with
the goal to maintain or progressively increase
the level of dividends over time.
Historically, a dividend has been paid semi-
annually in line with NBPE’s dividend target.
Prior to each dividend announcement, the
Board reviews the appropriateness of the
dividend payment in light of macroeconomic
activity and the financial position of the
Company. In times of extraordinary
circumstances, the Board does not guarantee
a dividend, but rather evaluates the suitability
of a dividend payment based on the
magnitude of the situation.
Dividends are declared in U.S. dollars and
normally paid in pounds Sterling, but the
Company also oers both a currency election
for shareholders wishing to be paid in U.S.
dollars and a dividend re-investment plan for
shareholders who wish to re-invest their
dividends to grow their shareholding.
Results and dividends
The financial results for the year ended
31 December 2024 are included in the
consolidated financial statements, beginning
on page 74. As of 31 December 2024, the NAV
attributable to the Class A Shares was $1,273.3
million (2023:$1,305.5 million), which
represents a decrease of $32.2 million (2023:
decrease of $21.8 million). On 11 January 2024,
the Company declared the first semi-annual
dividend of $0.47 per share and on 17 July 2024
declared an interim dividend of $0.47 per share.
Both dividends were approved in line with
NBPE’s dividend policy and resulted in total
dividends of $0.94 per share ($44 million) paid
during 2024. Including the dividend payment,
the NAV Total Return for the year was 1.5%
(2023: 2.3%), assuming the re-investment of
dividends on the ex-dividend date.
Fee analysis
NBPE’s rate of ongoing charges, as defined by
the Association of Investment Companies
(“AIC”) ratio, was 1.86% for the year ended
31December 2024 (2023:1.94%). The ongoing
charges were calculated in accordance with
the AIC methodology and exclude interest and
financing costs and other items not deemed to
be ongoing in nature, and therefore may dier
from the total expense ratio found in Note 12
of the consolidated financial statements on
page 96, which was prepared in conformity with
U.S. generally accepted accounting principles
(“GAAP”). The complete methodology can be
found on the AIC’s website.
Directors’ report
56
Strategic report Governance Financials Other
NB Private Equity Partners Annual Report 2024
Total ongoing expenses in 2024 were
$23.8 million (2023: $25.4 million), or 1.86%,
based on the average 2024 NAV. Note that
percentages of ongoing charges are based
onthe average 2024 NAV and may dier from
contractual rates based on 2024 private
equity fair value. Other ongoing charges
consisted of fees and other expenses to
third-party providers for ongoing services
tothe Company. In accordance with the AIC
methodology, the performance fee payable
to the Investment Manager is excluded from
the calculation.
Ongoing charge
Value
($ in m)
% Ongoing
charge
Management fee $19.1 1.49%
US Administration
fee $1.3 0.10%
Other expenses $3.5 0.27%
Total ongoing
charges $23.8 1.86%
Approximately 98% of the direct investment
portfolio (measured on 31 December 2024 fair
value) is on a no management fee, no carried
interest basis to the underlying sponsor.
At the Company level, NBPE’s management
fee is 1.5% of private equity fair value (payable
quarterly) and a 7.5% performance fee after
achieving a 7.5% hurdle rate and subject to a
highwater mark. There are no management or
performance fees related to investments held
for cash management purposes. The Directors
believe these fees are favourable relative to
other listed direct funds, which often carry
higher overall fee levels and listed fund of
funds, which typically have a double layer of
fees (charged at the vehicle level and
underlying fund level). The performance fee
was last paid in 2021.
The Directors believe the fee eciency from
the Company’s co-investment strategy
provides investors with diversified private
equity access at a lower total cost than most
other listed private equity vehicles.
Consumer Duty
The Financial Conduct Authority (“FCA”)
introduced a Principle for Businesses (Principle
12) on 31 July 2023, applicable to UK
authorised firms that “have a material
influence over, or determine, retail customer
outcomes” throughout the lifecycle of the
products and services that firms provide to
customers. The new principle and associated
rules and guidance are collectively known
as the Consumer Duty.
The Company is not an FCA authorised firm and
therefore not subject to the principle; however,
the Company is aware that underlying
distributors could fall within scope of the
Consumer Duty requirements. The Board
reviews annually the internal value assessment
undertaken by the Investment Manager.
Share capital
As at 31 December 2024, 46,237,719 Class A
Shares were issued and outstanding;
3,150,408 treasury shares, representing 6.77%
of the Company’s issued share capital. Please
refer to Note 13 to the Consolidated Financial
Statements on page 96 for share buybacks
in2025.
Major shareholders
As of 31 December 2024, insofar as is known
toNBPE, the shareholders below held, either
directly or indirectly, greater than 5.0% of the
Class A Shares in issue (excluding Class A
Shares held in treasury). Note that the
amounts below may have subsequently
fluctuated after 31 December 2024:
Shareholder Shares held
% Ownership
of Class A
Shares
Quilter PLC 4,828,103 10.4%
Evelyn Partners Limited 3,879,131 8.4%
Schroders PLC 3,848,076 8.3%
CCLA Investment
Managers Ltd. 2,579,467 5.6%
Risks and risk management
The Group is exposed to financial risks such as
price risk, interest rate risk, credit risk and
liquidity risk, and the management and
monitoring of these risks are detailed on the
Principal Risks and Uncertainties on pages 39
to 40 and in Note 11 to the Consolidated
Financial Statements on page 95.
Annual Report
After due consideration, the Board believes
the Annual Report and Accounts, taken as a
whole, are fair, balanced and understandable,
and is therefore of the opinion that the Annual
Report provides the information necessary for
shareholders to assess the position,
performance, strategy and business model of
the Company.
The Board recommends that the Annual
Report, the Report of the Directors and the
Independent Auditor’s Report for the year
ended 31 December 2024 are received and
adopted by shareholders, and a resolution
concerning this will be proposed at the AGM.
Independent Auditors
The Directors will propose the reappointment
of KPMG Channel Islands Limited as the
Company’s Auditors, and resolutions concerning
this, and the remuneration of the Company’s
Auditors, will be proposed at the AGM.
At the time that this report was approved,
so far as each of the Directors is aware:
– there is no relevant audit information of
which the Auditors are unaware
– each Director has taken all the steps they
ought to have taken to make themselves
aware of any audit information and to
establish that the Auditors are aware of
that information.
Annual General Meeting
The Company’s AGM will be held in Guernsey
at Oak House, Hirzel Street, St. Peter Port,
GY12NP, Guernsey at 1.45 p.m. on 12June
2025. Formal notice will be sent to registered
shareholders in advance.
Subsequent events
Significant subsequent events have been
disclosed in Note 13 to the Consolidated
Financial Statements on page 96.
By order of the Board:
William Maltby
Chairman
25 April 2025
Directors’ report
57
Strategic report Governance Financials Other
NB Private Equity Partners Annual Report 2024
Diversification and investment
guidelines
The Company intends to maintain portfolio
diversification across some or all of the
following metrics: company, vintage year,
geography, industry and sponsor.
Diversification is dynamic and varies according
to where the most attractive opportunities
arise. However, no single exposure to an
investee entity will account for more than 20%
of the Company’s gross assets (as at the time
ofmaking such investment).
Cash and short-term
investments
In addition to the investments referred
to above, the Company may also hold cash and
may temporarily invest such cash in cash
equivalents, money market instruments,
government securities, asset-backed securities
and other investment grade securities,
pending investment in private equity-related
assets or opportunistic investments or
otherwise for ecient portfolio management.
The Company may also utilise (either directly
or via investment in a collective investment
vehicle) the services of an aliate of the
Investment policy
To achieve its investment objective, the
Company intends to maintain a diversified
portfolio of private equity-related assets
composed predominantly of direct private
equity investments. Direct private equity
investments are direct investments in
underlying private companies and are made
alongside private equity managers.
In addition, the Company may make other
opportunistic investments from time to time,
provided that such investments will account
for no more than 10% of the Company’s gross
assets at the time the opportunistic investment
is made without approval from a majority of the
Board and, in any event, no more than 20% of
the Company’s gross assets at the time the
opportunistic investment is made.
The Company’s investments can be made
across dierent levels of the capital structure
of investee entities. There are no restrictions
on the type or form of investments or
securities which the Company may hold. The
Company may make its investments either
directly or indirectly through intermediary
holding vehicles or collective investment
vehicles (including co-investment vehicles)
managed by either an aliate of the
Investment Manager or third-party managers.
Investment Manager or a third party to
manage this excess cash. If a third party or an
aliate of the Investment Manager is so
appointed, the Company may pay a market
rate for those services.
Investment restrictions
The Company will not invest more than
10%, in aggregate, of its total assets in other
UK-listed closed-ended investment funds.
Investment objective and policy
Investment objective
NBPE seeks capital appreciation through
growth in net asset value (“NAV”) over time
while returning capital by paying a semi-
annual dividend.
The Company’s investment objective is to
produce attractive returns by investing mainly
in the direct equity of private equity-backed
companies while managing investment risk
through diversification across vintage year,
geography, industry and sponsor. The vast
majority of direct investments are made with
no management fee/no carried interest
payable to third-party private equity sponsors,
oering greater fee eciency than other listed
private equity companies.
Investment objective and policy
58
Strategic report Governance Financials Other
NB Private Equity Partners Annual Report 2024
Components of annual
remuneration
The Company pays a fee to the Independent
Directors for their work related to the
Company’s business. The fees for the Directors
are determined within the limit set out in the
Company’s Articles of Incorporation. The
present limit is an aggregate of £450,000 per
annum. This total limit cannot be changed
without seeking shareholder approval at a
general meeting.
The fees, which are subject to an annual
increase based on the rise in the Guernsey
Retail Price Index (“GRPI”), subject to a 1%
perannum minimum, are paid quarterly in
arrears. For the 12 months to 31 December
2024, the GRPI was 4.6%, compared with
6.3% in 2023. When considering the basis
for2025 fees the Committee considered the
general market trends in directors’ fees as
well as the increasing time commitments
required from directors from increasing
regulatory and governance demands.
However, the Committee felt this had to be
balanced against the general market
conditions and the fact that Directors’
remuneration was subject to a very detailed
review in 2024 and decided, after thorough
discussion, to propose an increase of 2.0% to
the Director based non-executive fee of
£59,847 rather than the full GRPI award of
4.6%. Directors are not entitled to any bonus,
long-term incentive plans or other benefits.
Details on the NRC’s responsibilities can be
found on page 53. During a remuneration
review, the NRC takes into account the time
commitments and responsibilities of the
Directors and other factors which it deems
necessary, including the recommendations of
the AIC Code and any relevant legal
requirements. The NRC also takes into
consideration relevant remuneration data
collated in respect of comparable companies.
The NRC meets once per year and reports to
the Board on all matters within its duties and
responsibilities. The Company’s remuneration
policy is available on the Company’s website.
No remuneration consultant had been
engaged during 2024 to assist the Board with
remuneration advisory; however, the Directors
did take into account a survey of Investment
Company Non-Executive Directors’ Fees in
2024, published by Trust Associates, in
September 2024.
Details of the NRC’s activities during the year
can be found on page 60.
The committee also reviewed the additional
fees paid to the Chairman, the SID and to
Directors chairing the various committees in
2024. In particular, the committee felt that the
fee paid to the Chairman was not reflective of
the time demanded for the role or market
trends. Equally it was felt appropriate to award
an additional fee for chairing the Nomination
and Remuneration and Management
Engagement committees, given the additional
time commitment required for this role.
Theadditional fees paid to the Chairman
ofthe Audit Committee and the SID
remainunchanged.
In respect of 2025, the following additional
fees (above the base non-executive fee)
are proposed:
Premium for Chairman £35,700
Premium for Senior Independent
Director £5,610
Premium for Chairman of the Audit
Committee £11,220
Premium for Chairman of Nomination
and Remuneration Committee £2,750
Premium for Chairman of Management
Engagement Committee £2,750
Remuneration report
e Nomination and
Remuneration
Committee (“NRC”)
assists the Board with
nomination and
remuneration duties.
Remuneration report
59
Strategic report Governance Financials Other
NB Private Equity Partners Annual Report 2024
The below table reflects actual fees paid for
2024 and 2023 and the expected fees for 2025
(using an increase of 2.0% versus the GRPI rate
of 4.6% as at 31 December 2024) and the
additional fees noted above:
2025 2024 2023
Chairman £96,744 £94,847 £80,231
Chairman of the
Audit Committee £72,264 £70,847 £68,612
Senior
Independent
Director £66,654 £65,347 £63,078
Chairman of the
NRC and MEC
committees £66,654 £65,347 £57,545
Non-Executive
Directors £61,044 £59,847 £57,545
Subsidiary
appointments £11,739 £11,509 £11,066
Directors’ appointment
The Company’s Memorandum and Articles of
Incorporation provides the requirements of
the Company regarding the appointment and
removal of Directors, a copy of which is
available for inspection from the Registered
Oce of the Company. No Director has a
service contract with the Company. At the
December 2024 NRC meeting, the committee
appointed Pawan Dhir to the Guernsey
subsidiary boards beginning 1 January 2025.
Notice period
There is no Director resignation notice period
stipulated within the Company’s Articles of
Incorporation; any Director may resign
in writing to the Board at any time.
Statement of consideration
ofconditions elsewhere in
theCompany
The Company does not have any operations
and therefore no employees. As a result,
theBoard does not consider pay and
employment conditions of any employees.
Directors’ remuneration and
aggregate shareholder
distributions
The table below compares the total Directors’
remuneration paid with total distributions to
shareholders for the years ended 31 December
2024 and 2023. While this disclosure is a
statutory requirement, the Directors view this
as not a meaningful comparison as the
Company has no operations, and therefore,
no employees and the Company’s objective is
long-term NAV growth over time, of which
dividends form only a portion of shareholders’
overall return.
2024 2023
Directors’
remuneration $548,273 $444,001
2024 2023
Dividends paid $43,597,353 $43,843,309
Share buybacks $5,418,037 –
Total shareholder
distributions $49,015,390 $43,843,309
Remuneration by Director and year
2024 2023
William Maltby £94,847 £80,231
Trudi Clark* £70,101 £63,078
Pawan Dhir** £59,847 £16,263
John Falla* £76,601 £74,145
Louisa Symington-Mills £59,847 £57,5 45
Wilken von Hodenberg £65,347 £63,078
Total £372,690 £354,339
The Chairman of the Board, William Maltby, was the highest paid Director for the year 2024.
* The two Guernsey resident Directors (Trudi Clark and John Falla) also act as directors for the Guernsey subsidiaries for which they
each received an annual fee of £5,754 for the 12 months to 31 December 2024
** Pawan Dhir was appointed to the Board on 19 September 2023
Shareholdings of the Directors
There is no requirement under the Company’s Articles of Association or the terms of their
appointment for the Directors to hold shares in the Company. The Directors’ interests in
Class A Shares of $0.01 each as at 31 March 2025 were as follows:
31 March 2025 2024 2023
William Maltby** 24,964 24,390 23,853
Trudi Clark 7,680 7,680 6,433
Pawan Dhir 1,600 1,600 −
John Falla 10,000 10,000 10,000
Louisa Symington-Mills 2,600 1,350 1,350
Wilken von Hodenberg* 99,425 99,425 99,425
* Total includes a closely associated person related to Wilken von Hodenberg who holds 45,712.5 shares of the Company
** Total includes a closely associated person related to William Maltby who holds 5,856 shares of the Company
Remuneration report
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NB Private Equity Partners Annual Report 2024
Performance graph
In setting the Directors’ remuneration,
consideration is given to the size and relative
performance of the Company. A performance
graph which measures the Company’s Total
Shareholder Return (share price and
dividends) (“TSR”) over the period from
31December 2014 against that of a broad
equity market index is shown below. This is
calculated by reference to the Company’s
share price including dividend re-investment.
Resolution to approve
Directors’ remuneration
While Guernsey-registered companies are not
obliged to prepare and publish a Directors’
Remuneration report, an ordinary resolution
will be put to the shareholders seeking
approval of the Remuneration report within
the Annual Report and Accounts; this vote will
be advisory only, but the Directors of the
Company will take the outcome of the vote
into consideration when reviewing and
setting the Directors’ remuneration.
The Directors’ Remuneration report for the year
ended 31 December 2023 was approved by
shareholders at the AGM held on 15 June 2024
and the votes cast by proxy were as follows:
Remuneration report
For (including discretionary) 27,999,999 votes
Against 9,053 votes
Withheld 29,257 votes
TOTAL SHAREHOLDER RETURN
Statement of consideration
of shareholder views
The Board noted that 99.86% of shareholders
voted in favour of the Directors’ Remuneration
report at the AGM held in 2024.
On behalf of the Board:
Trudi Clark
Nomination and Remuneration
Committee Chairman
25 April 2025
0
2014 2015 2016 2017 2018 2019 2020 2021 2022
NBPE Total Shareholder Return FTSE All-Share Total Return
400
300
200
100
2023 2024
Remuneration report
61
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NB Private Equity Partners Annual Report 2024
Role of the Audit Committee
The Audit Committee assisted the Board in
carrying out its responsibilities in relation to
the financial reporting requirements, risk
identification and management, and the
assessment of internal controls. It also
managed the Company’s relationship with
KPMG Channel Islands Limited (“KPMG”, or the
“Auditor”). The Audit Committee also
monitors the compliance of the Company with
its published Responsible Investment Policy,
asreported by the Investment Manager.
The primary function of the Audit Committee
is to provide oversight and reassurances to the
Board, specifically with regard to:
– the Company’s financial reporting,
including finalisation of its Annual Reports
– audit arrangements, including competency
and independence of the external Auditors
– risk management, including identifying and
managing the Company’s principal risks
– internal controls
– the Company’s governance framework.
Composition of the committee
Details of the composition of the Audit
Committee can be found on page 44.
Committee meetings
The Audit Committee meets at least three
times a year and met three times in 2024.
All committee members were present at these
three meetings. Only members and the
secretary of the Audit Committee have the
right to attend Audit Committee meetings.
However, the Chairman of the Board and
representatives of the Investment Manager
and the Administrator are invited to attend
Audit Committee meetings on a regular basis,
and other non-members may be invited to
attend all or part of the meeting as and when
appropriate and necessary. The Company’s
Independent Auditor, which is currently
KPMG, is also invited on a regular basis.
The Audit Committee determines, in
conjunction with the Independent Auditor,
when to meet with the Auditor.
Meetings of the Audit Committee generally
take place prior to the Company Board
meeting and the committee reported to the
Board as part of a separate agenda item,
on the activities of the Audit Committee and
matters of particular relevance to the Board in
the conduct of their work.
The Audit Committee meets with the
Independent Auditor without the Investment
Manager and Administrator present to seek
their views on the quality of the control
environment and the processes around the
preparation of the financial statements.
Key areas of focus
During 2024, the Audit Committee was
involved with monitoring valuations and
evaluating the Company’s capital position and
key financial ratios. In addition, the Audit
Committee reviewed valuation analysis
prepared by the Investment Manager on a
quarterly basis, which includes cash flow
forecasts and the performance of the
underlying investments. Such information
is used to evaluate the impact on the
Company’s capital structure and allocation.
The Audit Committee also reviews the
financially material environmental, social,
governance characteristics of the portfolio
asreported by the Investment Manager.
Report of the Audit Committee
JOHN MARTYN FALLA
Audit Committee Chairman
Appointed 21 December 2015
I was satised with the
level of work in relation
to the preparation of the
nancial statements.
Report of the Audit Committee
62
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NB Private Equity Partners Annual Report 2024
The Audit Committee also conducted a review
of auditor independence and eectiveness,
and reviewed the full-year audit plan with the
Investment Manager and KPMG. In addition,
the Audit Committee reviewed and held
detailed discussions on the Annual Report and
consolidated financial statements including a
robust assessment of the principal risks, as well
as reviewing and challenging the viability
analysis before its approval.
The key areas of focus for the committee
for the year 2024 were:
Financial statements and
reportingmatters
The Audit Committee reviews with the
Investment Manager, U.S. Administrator and
KPMG the appropriateness of the semi-annual
and annual financial statements. The
committee focuses on, among other matters:
– the quality and acceptability of accounting
policies and practices
– the clarity of the disclosures and compliance
with financial reporting standards and
relevant financial governance reporting
requirements
– material areas in which significant
judgements have been applied or where
there has been discussion with KPMG;
whether the annual financial report and
consolidated financial statements, taken as
a whole, are fair, balanced and
understandable and provide the
information necessary for shareholders to
assess the Company’s performance,
business model and strategy
– any correspondence from regulators
in relation to financial reporting
To aid its review, the Audit Committee
considered reports from the Investment
Manager, U.S. Administrator, the Company
Secretary, and also reports from the
Independent Auditor on the outcomes of their
half-year review and annual audit.
During the year, the Audit Committee
reviewed the Company’s Annual Report and
interim financial statements for the period
ended 30 June 2024 (the “Interim Financial
Statements”) before recommending approval
to the Board. The committee considered the
Interim Financial Statements and Annual
Report to be fair and balanced, and provided
the Company’s shareholders with the
information necessary to assess the Company’s
performance, business model and strategy, and
was satisfied that narratives provided were
consistent with all numerical disclosures.
Audit planning and
key audit matters
The Audit Committee provided oversight to the
planning of the audit in respect of the
Company’s annual accounts for the period
ended 31 December 2024. The following details
the key audit matters and how the Company’s
Independent Auditor addressed them:
Valuation of investments
The valuation of the Company’s private equity
investments are considered a significant area
of focus as it represents the majority of the
NAV for the Group. The Auditors made
enquiries with the Investment Manager to
understand the processes and procedures
around operational due diligence, ongoing
monitoring of the underlying investments and
the control over the valuations of all private
equity investments. The Auditors then tested
the design and implementation of the controls
which monitor and approve the valuation
ofinvestments.
The Independent Auditors did not report any
significant dierences between the valuations
used by the Company and the work performed
during their testing process. Similar to prior
years, the Independent Auditors noted they
had utilised their in-house valuation experts to
assist with the audit of valuations and used a
number of techniques to evaluate the
valuation of selected investments.
The Audit Committee noted that the
Investment Manager’s valuation methodology
for direct equity investments begins with the
most recently available financial information
obtained from the underlying companies or
sponsors. The Investment Manager noted to
the Audit Committee that the valuation
process used by the Investment Manager was
consistent with the prior year. For investments
where the Investment Manager was invested
in the same security at the same underlying
cost basis as the lead private equity sponsor,
the Investment Manager utilised the practical
expedient valuation methodology. Generally,
this approach relied on using the best
information from the private equity sponsor,
including but not limited to: audited financial
statements; co-investment holding vehicle
financial statements or capital accounts;
or other financial information deemed reliable
by the Investment Manager. The Independent
Auditor reviewed the supporting financial
information for investments valued under the
practical expedient methodology.
Management override of controls
The Auditors reviewed accounting estimates
for biases by evaluating whether judgements
and decisions in making accounting
estimates, even if individually reasonable,
indicated a possible bias. They additionally
reviewed the minutes of both the Board and
the Audit Committee.
Compliance with the AIC Code
of Corporate Governance
The Audit Committee continued to monitor
the Company’s governance framework and
compliance with the AIC Code of Corporate
Governance (the “AIC Code”). In 2024, the
Audit Committee undertook a review of the
Company’s compliance with the AIC Code’s
stipulated provisions. The Audit Committee
proposed that certain updates be made to
provide a clearer reflection of the Company’s
manner of compliance and remains satisfied
that the Company upholds satisfactory
compliance with the provisions of the AIC
Code. Detail on where stakeholders can find
further information within the Annual Report
on how the Company has complied with the
various principles of the AIC Code can be
found on page 66.
Report of the Audit Committee
63
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NB Private Equity Partners Annual Report 2024
Internal control
andrisk assessment
During the year, the Audit Committee received
reports from the Investment Manager, which
as AIFM, assesses the Company’s internal
controls on an ongoing basis, and reviewed
any changes to significant risks.
Each quarter, the Board receives a formal risk
report from the Investment Manager, which
provides a summary of the elevated residual
risks to the Company. The Audit Committee
monitored the key areas of elevated risk
including those that are not directly the
responsibility of the Investment Manager.
The Investment Manager has established
an internal control framework to provide
reasonable, but not absolute, assurance on the
eectiveness of internal controls operated on
behalf of the Company.
Annually, and in accordance with Provision 33
of the AIC Code, the Board undertakes a full
review of the Company’s business risks which
have been analysed and recorded in the
principal risks and uncertainties matrix.
Following the review, the Audit Committee
confirmed that it was satisfied with the key
underlying assumptions of the Viability
Statement and the resulting forecast
prepared. The Audit Committee regularly
discussed the ongoing external risks
associated with the interest rate environment,
sovereign and political factors as well as
overall market conditions. The Audit
Committee also considered investment and
strategic risks related to the Company’s share
price discount to NAV as well as the policies
and investor relations programmes in place as
key controls. Further, the Audit Committee
considered one of the key operational risks to
the Company was risks related to IT systems
and cyber security; as part of their monitoring
eorts during the year the Audit Committee
noted the update received by the Board
related to Neuberger Berman’s Information
Security Program, presented by the firm’s
Chief Information Security Ocer.
The principal risks and uncertainties of the
Company and respective controls are outlined
in the risk matrix as set out on pages 39 to 40
of the Strategic report.
The eectiveness of the internal controls at the
Investment Manager is assessed by the
Investment Manager’s compliance and risk
department on an ongoing basis.
Furthermore, the Management Engagement
Committee undergoes an annual review
whereby the Investment Manager and the
Company’s service providers populate
responses regarding their control
environment and internal control systems,
which are reported to the Audit Committee.
Subsequent to this reporting period, the Board
met key personnel of the Investment Manager
and Neuberger Berman, at their firm
headquarters in New York, NY. The Directors
received updates from key members of the
compliance and risk department and an
assessment of the firm’s internal controls and
internal audit functions. Given that day-to-day
management and daily activities have been
delegated by the Directors to the Investment
Manager, the Directors noted the Company’s
reliance on the Investment Manager and
Neuberger Berman’s functions around
internal controls and internal audit. The Audit
Committee confirms that it reviewed the
eectiveness of the Company’s system of
internal controls for the year ended
31December 2024, and through to the
approval date of this annual financial report,
and that no issues were noted.
Internal audit
The Company itself does not have an internal
audit function, but instead relies on the
internal audit functions and departments of
the Investment Manager and other service
providers. The Audit Committee notes the
independent segregation of duties due to
having separate Investment Management,
U.S. Administrator and Depository functions.
Due to the presence of an internal audit
function within the Investment Manager and
U.S. Administrator, the Audit Committee is
satisfied that the control environment is
sucient to mitigate risks to the Company,
without the need to establish its own internal
audit function.
Terms of engagement
The Audit Committee reviewed the audit
scope and fee proposal through engagement
letters and Audit planning reports issued by
KPMG to the Directors. The committee
approved the fees for audit services for 2024
after a review of the level and nature of work
to be performed. The Board was satisfied that
the fees were appropriate for the scope of the
work required.
The Independent Auditors were remunerated
$272,500 in relation to the 2024 annual audit
(2023 fee:$265,500). They also received a fee
of $52,500 (2023:$50,000) for their non-audit
work being the review of the interim report.
Auditor eectiveness
The Audit Committee received a detailed audit
plan from the Auditors, identifying their
assessment of the key risks. For the 2024
financial year, the significant risk identified
was the valuation of the private equity
investments. This risk is tracked through the
year and the Audit Committee challenged the
work done by the Auditors to test
management’s assumptions. The Audit
Committee assessed the eectiveness of the
audit process in addressing these matters
through the reporting received from the
Auditors at both the half-year and year-end
meetings. In addition, the Audit Committee
sought feedback from the Investment
Manager and U.S. Administrator on the
eectiveness of the audit process.
For the 2024 financial year, the Audit
Committee was satisfied that there had been
appropriate focus and challenge on the
primary areas of audit risk, and assessed the
quality of the audit process to be appropriate.
Report of the Audit Committee
64
Strategic report Governance Financials Other
NB Private Equity Partners Annual Report 2024
Independent audit and
appointment
KPMG is NBPE’s Independent Auditor.
KPMGperformed an audit of the Company’s
consolidated financial statements in
accordance with applicable law and
International Standards on Auditing (UK).
Prior to beginning the audit, the Audit
Committee received a report from the
Independent Auditors andreviewed the
scope of the audit, identified significant audit
risks and areas of audit focus as well as the
terms of the audit engagement.
The Audit Committee understands the
importance of auditor independence and,during
2024, the Audit Committee reviewed the
independence and objectivity of KPMG. In
accordance with the FRC Ethical Standards, the
Company is subject to mandatory audit director
rotation and Mr Rachid Frihmat was appointed
as the signing audit partner in the prior financial
year. The Audit Committee received areport
from KPMG describing its independence,
controls and current practices to safeguard and
maintain auditor independence. KPMG
confirmed that it did not perform any work with
respect to the preparation of the financial
statements or valuations, the taking of
management decisions, or provision
ofinvestment advice.
The Audit Committee also focused on
thenon-audit services, which requires
theconsent of the Audit Committee,
adescription of which is shown in the
tablebelow.
Non-audit work Description
Review of interim
financial statements
A review of the
Company’s interim
financial statements was
undertaken by KPMG
in 2024.
There was no other non-audit work performed
by KPMG during the year other than described
above. The Audit Committee was satisfied that
the level of non-audit services did not conflict
with their statutory audit responsibilities.
The Audit Committee reviewed the
eectiveness and independence of the
Auditor and believes that the performance of
the Independent Auditor remains satisfactory,
and that it provides eective challenge to the
Board and the Investment Manager.
The Audit Committee continues to monitor
the performance of the Independent Auditor
annually and considers its independence and
objectivity, having due regard to the
appropriate guidelines. KPMG was
reappointed after an open tender process
completed in 2019.
The Audit Committee has a policy to conduct a
tender process at least every 10 years and to
rotate auditors at least every 20 years, as
recommended by the UK Statutory Auditors
and Third Country Auditors Regulations 2016.
Committee evaluation
An internal evaluation of the Board, its
committees and individual Directors was
carried out during 2024 in the form of
questionnaires to determine eectiveness and
performance in various areas. The review
concluded that the Audit Committee was
operating eectively.
Terms of reference
The Audit Committee’s terms of reference
were reviewed during the year and the
committee concluded that they remained
relevant and up to date. The terms of reference
can be found on the Company’s website at
www.nbprivateequitypartners.com/en/
investors/corporate-governance.
Conclusion
As Audit Committee Chairman, I was pleased
with the work performed during the year. In
addition, I was satisfied with the level of work
performed by the Investment Manager, and the
Administrator in relation to the preparation of
the Company’s consolidated financial
statements and the thoroughness of the
year-end audit process conducted by KPMG.
John Martyn Falla
Audit Committee Chairman
25 April 2025
Report of the Audit Committee
65
Strategic report Governance Financials Other
NB Private Equity Partners Annual Report 2024
Report of the Audit Committee
The Company has complied with the principles
and provisions of the AIC Code, except as set
out below:
– the role of the chief executive
– Executive Directors’ remuneration
– the need for an internal audit function.
The Board considers these provisions are
not relevant to the position of NBPE, being
an externally managed investment company.
In particular, all of the Company’s day-to-day
management and administrative functions are
outsourced to third parties. As a result, the
Company has no executive directors,
employees or internal operations.
The Company has therefore not reported
further in respect of these provisions.
The AIC Code is available on the AIC website:
www.theaic.co.uk.
NBPE is an excluded security for the purposes
of the rules relating to non-mainstream
pooled investments (NMPIs).
The following table exhibits where
stakeholders can find further information
within the Annual Report about how the
Company has complied with the various
principles and provisions of the AIC Code.
Statement of Compliance
with the AIC Code of
Corporate Governance
The Board has considered the principles and
provisions of the AIC Code. The AIC Code
addresses all the principles and provisions set
out in the 2024 UK Corporate Governance
Code (the “UK Code”), as well as setting out
additional provisions on issues that are of
specific relevance to the Company. The AIC
Code has been endorsed by the Financial
Reporting Council and the Guernsey Financial
Services Commission (“GFSC”). By reporting
against the AIC Code, the Company is
meeting its obligations under the UK Code,
the GFSC Finance Sector Code of Corporate
Governance, as amended in November 2021,
and the associated disclosure requirements
set out under paragraph 6.6.6R of the
Financial Conduct Authority’s UK Listing
Rules. The Board considers that reporting
against the principles and provisions of the
AIC Code provides more relevant information
to stakeholders.
1. Board Leadership and Purpose
Purpose Page 53
Strategy Page 58
Values and culture Page 53
Shareholder engagement Pages 34 and 54
Stakeholder engagement Pages 34 to 35
2. Division of Responsibilities
Director independence Page 47
Board meetings Page 50
Relationship with Investment Manager Page 34
Management Engagement Committee Page 52
3. Composition, Succession and Evaluation
Remuneration and Nominations Committee Page 53
Director re-election Page 49
Use of external search agency Page 52
Board evaluation Page 48
4. Audit, Risk and Internal Control
Audit Committee Pages 62 to 65
Emerging and principal risks Pages 39 to 40
Risk management and internal control systems Pages 39 and 64
Going concern statement Page 41 to 42
Viability statement Page 41 to 42
5. Remuneration
Directors’ Remuneration Report Page 59
Report of the Audit Committee
66
Strategic report Governance Financials Other
NB Private Equity Partners Annual Report 2024
Disclosure of information
to Auditor
The Directors confirmed that, so far as they
were each aware, there is no relevant audit
information of which the Company’s Auditor
was unaware; and each Director took all the
steps that he/she ought to have taken
as a Director to make himself/herself aware
of any relevant audit information and
to establish that the Company’s Auditor
is aware of that information.
Responsibility statement
of the Directors in respect of the
annual financial report
The Directors confirmed that, to the best of
their knowledge:
– the consolidated financial statements,
prepared in conformity with U.S. GAAP, give
a true and fair view of the assets, liabilities,
financial position and profit or loss of the
Company and the undertakings included in
the consolidation taken as a whole as
required by the Disclosure Guidance and
Transparency Rules (“DTR”) 4.1.12R and are
in compliance with the requirements set out
in the Companies (Guernsey) Law, 2008
(asamended)
– the annual financial report includes a fair
review of the information required by DTR
4.1.8R and DTR 4.1.11R of the Disclosure
Guidance and Transparency Rules, which
provides an indication of important events that
have occurred since the end of the financial year
and the likely future development of the
Company and a description of principal risks
and uncertainties during the year.
toany material departures disclosed and
explained in the financial statements
– assess the Group’s ability to continue as a
going concern, disclosing, as applicable,
matters related to going concern
– use the going concern basis of accounting
unless liquidation is imminent.
The Directors are responsible for keeping
proper accounting records that are sucient to
show and explain the Company’s transactions
and disclose with reasonable accuracy at any
time the financial position of the Company and
enable them to ensure that the financial
statements comply with the Companies
(Guernsey) Law, 2008 (as amended). They are
responsible for such internal controls as they
determine are necessary to enable the
preparation of financial statements that are
free from material misstatement, whether due
to fraud or error, and have general
responsibility for taking such steps as are
reasonably open to them to safeguard the
assets of the Company and to prevent and
detect fraud and other irregularities.
Statement of Directors’
responsibilities
Annual nancial report
and consolidated
nancial statements
The Directors are responsible for preparing the
annual financial report and consolidated
financial statements in accordance with
applicable law and regulations.
Company law requires the Directors to prepare
consolidated financial statements for each
financial year. Under the law, they have chosen
to prepare the consolidated financial
statements in conformity with U.S. generally
accepted accounting principles (“U.S. GAAP”)
and applicable law.
Under company law the Directors must not
approve the consolidated financial statements
unless they are satisfied that they give a true
and fair view of the state of aairs of the Group
and of its profit or loss for that period. In
preparing these financial statements, the
Directors are required to:
– select suitable accounting policies and then
apply them consistently
– make judgements and estimates that are
reasonable, relevant and reliable
– state whether applicable accounting
standards have been followed, subject
We consider that the annual financial report
and consolidated financial statements, taken
as a whole, are fair, balanced and
understandable and provide the information
necessary for shareholders to assess the
Company’s position and performance,
business model and strategy.
The Directors are responsible for the
maintenance and integrity of the corporate
and financial information included on the
Company’s website, and for the preparation
and dissemination of financial statements.
Legislation in Guernsey governing the
preparation and dissemination of financial
statements may dier from legislation
inother jurisdictions.
By order of the Board
William Maltby
Chairman
John Martyn Falla
Director
25 April 2025
Statement of Directors’ responsibilities
67
Strategic report Governance Financials Other
NB Private Equity Partners Annual Report 2024
Financial statements
F
69 Independent Auditor’s Report
74 Consolidated financial statements
80 Notes to consolidated financial statements
68
Strategic report Governance Financials Other
NB Private Equity Partners Annual Report 2024
Our opinion is unmodified
We have audited the consolidated financial
statements of NB Private Equity Partners Limited
(the “Company”) and its subsidiaries (together,
the “Group”), which comprise the consolidated
balance sheet and the consolidated condensed
schedules of investments as at 31 December
2024, the consolidated statements of operations
and changes in net assets and cash flows for the
year then ended, and notes, comprising
significant accounting policies and other
explanatory information.
In our opinion, the
accompanying consolidated
financial statements:
– give a true and fair view of the financial
position of the Group as at 31 December
2024, and of the Group’s financial
performance and cash flows for the year
then ended;
– are prepared in accordance with U.S.
generally accepted accounting principles
(“U.S. GAAP”);
– comply with the Companies (Guernsey)
Law, 2008.
Basis for opinion
We conducted our audit in accordance with
International Standards on Auditing (UK) (“ISAs
(UK)”) and applicable law. Our responsibilities are
described below. We have fulfilled our ethical
responsibilities under, and are independent of the
Company and Group inaccordance with, UK
ethical requirements including the Financial
Reporting Council (“FRC”) Ethical Standard as
required by the Crown Dependencies’ Audit Rules
and Guidance. We believe that the audit evidence
we have obtained is a sucient and appropriate
basis for our opinion.
Key audit matters: our
assessment of the risks of
material misstatement
Key audit matters are those matters that, in
our professional judgement, were of most
significance in the audit of the consolidated
financial statements and include the most
significant assessed risks of material
misstatement (whether or not due to fraud)
identified by us, including those which had the
greatest eect on: the overall audit strategy;
the allocation of resources in the audit; and
directing the eorts of the engagement team.
These matters were addressed in the context
of our audit of the consolidated financial
statements as a whole, and in forming our
opinion thereon, and we do not provide a
separate opinion on these matters. In arriving
at our audit opinion above, the key audit
matter was as follows (unchanged from 2023):
Valuation of private
equityinvestments The risk Our response
$1,297,551,880; (2023:
$1,321,345,503)
Refer to pages 62 to 65
ofthe Audit Committee
Report, pages 75 to 77
ofthe consolidated
condensed schedule
ofinvestments, Note 2
accounting policy and
Note 3 disclosures
Basis:
The Group’s private equity
investment portfolio represents
the most significant balance on
the consolidated balance sheet
and is the principal driver of the
Group’s net asset value (2024:
101.7%; 2023: 101.0%).
Theinvestment portfolio is
comprised of Direct Equity
Investments, Fund Investments
and Income Investments
(together the “Investments”).
Certain Direct Equity, all Fund and
Income Investments, representing
88% of the fair value of Investments,
are valued using the net asset value
as a practical expedient in conformity
with U.S. GAAP to determine the fair
value of the underlying investments,
adjusted if considered necessary
bythe Investment Manager.
Theremaining Direct Equity
Investments, representing 12%
ofthe fair value ofInvestments, are
valued using comparable company
multiples, third-party valuation or
listed prices, as applicable.
Our audit procedures included:
Controls evaluation:
We tested the design and implementation of the
Investment Manager’s review control in relation
to the valuation of Investments.
Challenging managements’
assumptions and inputs
including use of KPMG
valuation specialist:
For all Investments we assessed the
appropriateness of the valuation technique used
to estimate fair value.
For a selection of Investments, chosen on the
basis of qualitative and quantitative factors:
– We confirmed their fair values to supporting
information, including audited information
where available, such as: financial statements,
limited partner capital account statements,
lead sponsor or co-investor information or
other information provided by the underlying
funds’ general partners, investee managers
or similar.
– For investments using a guideline public
companies multiple approach, we obtained
the valuation provided by the sponsor and
assessed assumptions based on observable
market data. We assessed the reliability of
information obtained.
– For unaudited information we either
obtained the information directly or assessed
the Investment Manager’s process for
obtaining this information and conducted
retrospective testing to confirm its reliability.
– For audited information, we assessed the
appropriateness of the accounting
framework utilised and whether the audit
opinion is modified.
– For listed Direct Equity Investments we
independently priced these to a third-party
source.
Independent Auditor’s Report
to the Members of NB Private
Equity Partners Limited
Independent Auditor’s report
69
Strategic report Governance Financials Other
NB Private Equity Partners Annual Report 2024
Valuation of private
equityinvestments The risk Our response
Risk:
The valuation of the Group’s
Investments is considered a
significant area of our audit, given
that it represents the majority of
the net assets of the Group. The
valuation risk incorporates both a
risk of fraud and error given the
significance of estimates and
judgements that may be involved in
the determination of fair value.
Assessing transparency:
We also considered the Group’s disclosures (see
Note 3) in relation to the use of estimates and
judgements regarding the fair value of
investments and the Group’s investment valuation
policies adopted and the fair value disclosures in
Note 2 and Note 3 for conformity with U.S. GAAP.
Our application of materiality
and an overview of the scope
ofour audit
Materiality for the consolidated financial
statements as a whole was set at $25,800,000,
determined with reference to a benchmark of
group net assets of $1,275,344,021, of which it
represents approximately 2.0% (2023: 2.0%).
In line with our audit methodology, our
procedures on individual account balances
and disclosures were performed to a lower
threshold, performance materiality, so as to
reduce to an acceptable level the risk that
individually immaterial misstatements in
individual account balances add up to a
material amount across the financial
statements as a whole. Performance
materiality for the Group was set at 75.0%
(2023: 75.0%) of materiality for the financial
statements as a whole, which equates to
$19,300,000. We applied this percentage in
our determination of performance materiality
because we did not identify any factors
indicating an elevated level of risk.
We reported to the Audit Committee any
corrected or uncorrected identified
misstatements exceeding $1,290,000, in
addition to other identified misstatements that
warranted reporting on qualitative grounds.
Our audit of the Group was undertaken to the
materiality level specified above, which has
informed our identification of significant risks
of material misstatement and the associated
audit procedures performed in those areas as
detailed above.
The group team performed the audit of the
Group as if it was a single aggregated set of
financial information. The audit was
performed using the materiality level set out
above and covered 100% of total Group
revenue, total Group profit before tax, and
total Group assets and liabilities.
Going concern
The Directors have prepared the consolidated
financial statements on the going concern
basis as they do not intend to liquidate the
Group or the Company or to cease their
operations, and as they have concluded that
the Group and the Company’s financial
position means that this is realistic. They have
also concluded that there are no material
uncertainties that could have cast significant
doubt over their ability to continue as a going
concern for at least a year from the date of
approval of the consolidated financial
statements (the “going concern period”).
In our evaluation of the Directors’ conclusions,
we considered the inherent risks to the Group
and the Company’s business model and
analysed how those risks might aect the
Group and the Company’s financial resources
or ability to continue operations over the
going concern period. The risks that we
considered most likely to aect the Group and
the Company’s financial resources or ability to
continue operations over this period were:
– availability of capital to meet operating
costs and other financial commitments; and
– the ability of the Group to comply with debt
covenants;
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We considered whether these risks could
plausibly aect the liquidity in the going
concern period by comparing severe, but
plausible downside scenarios that could arise
from these risks individually and collectively
against the level of available financial resources
indicated by the Group’s financial forecasts.
We considered whether the going concern
disclosure in Note 2 to the financial statements
gives a full and accurate description of the
Directors’ assessment of going concern.
Our conclusions based on this work:
– We consider that the Directors’ use of the
going concern basis of accounting in the
preparation of the consolidated financial
statements is appropriate.
– We have not identified, and concur with the
Directors’ assessment that there is not a
material uncertainty related to events or
conditions that, individually or collectively,
may cast significant doubt on the Group and
the Company’s ability to continue as a going
concern for the going concern period; and
– We have nothing material to add or draw
attention to in relation to the Directors’
statement in the notes to the consolidated
financial statements on the use of the going
concern basis of accounting with no material
uncertainties that may cast significant doubt
over the Group and the Company’s use of
that basis for the going concern period, and
that statement is materially consistent with
the consolidated financial statements and
our audit knowledge.
However, as we cannot predict all future events
or conditions, and as subsequent events may
result in outcomes that are inconsistent with
judgements that were reasonable at the time
they were made, the above conclusions are not
a guarantee that the Group and the Company
will continue in operation.
Fraud and breaches of laws and
regulations – ability to detect
Identifying and responding to risks
of material misstatement due
tofraud
To identify risks of material misstatement due
to fraud (“fraud risks”) we assessed events or
conditions that could indicate an incentive or
pressure to commit fraud or provide an
opportunity to commit fraud. Our risk
assessment procedures included:
– enquiring of management as to the Group’s
policies and procedures to prevent and
detect fraud as well as enquiring whether
management have knowledge of any
actual, suspected or alleged fraud;
– reading minutes of meetings of those
charged with governance
– using analytical procedures to identify any
unusual or unexpected relationships.
As required by auditing standards, and taking
into account possible incentives or pressures
to misstate performance and our overall
knowledge of the control environment,
weperform procedures to address the risk of
management override of controls, in particular
the risk that management may be in a position
to make inappropriate accounting entries, and
the risk of bias in accounting estimates such as
valuation of unquoted investments. On this
audit we do not believe there is a fraud risk
related to revenue recognition because the
Group’s revenue streams are simple in nature
with respect to accounting policy choice, and
are easily verifiable to external data sources or
agreements with little or no requirement for
estimation from management. We did not
identify any additional fraud risks.
We performed procedures including:
– identifying journal entries and other
adjustments to test based on risk criteria and
comparing any identified entries to supporting
documentation;
– incorporating an element of unpredictability
inour audit procedures
– assessing significant accounting estimates
forbias
Further detail in respect of valuation of
unquoted investments is set out in the key
audit matter section of this report.
Identifying and responding to risks
of material misstatement due
to non-compliance with laws
and regulations
We identified areas of laws and regulations
that could reasonably be expected to have
amaterial eect on the consolidated financial
statements from our sector experience and
through discussion with management
(asrequired by auditing standards), and from
inspection of the Group’s regulatory and
legal correspondence, if any, and discussed
with management the policies and
procedures regarding compliance with laws
and regulations. As the Group is regulated,
our assessment of risks involved gaining an
understanding of the control environment
including the entity’s procedures for
complying with regulatory requirements.
The Group is subject to laws and regulations
that directly aect the consolidated financial
statements including financial reporting
legislation and taxation legislation and we
assessed the extent of compliance with these
laws and regulations as part of our procedures
on the related financial statement items.
The Group is subject to other laws and
regulations where the consequences of
non-compliance could have a material eect
on amounts or disclosures in the consolidated
financial statements, for instance through the
imposition of fines or litigation or impacts
onthe Group and the Company’s ability
tooperate. We identified financial services
regulation as being the area most likely
tohave such an eect, recognising the
regulated nature of the Group’s activities
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andits legal form. Auditing standards limit the
required audit procedures to identify non-
compliance with these laws and regulations
toenquiry of management and inspection
ofregulatory and legal correspondence, if any.
Therefore if a breach of operational
regulations is not disclosed to us, or is not
evident from relevant correspondence, an
audit will not detect that breach.
Context of the ability of the audit
todetect fraud or breaches of law
orregulation
Owing to the inherent limitations of an audit,
there is an unavoidable risk that we may not
have detected some material misstatements in
the consolidated financial statements, even
though we have properly planned and
performed our audit in accordance with
auditing standards. For example, the further
removed non-compliance with laws and
regulations is from the events and transactions
reflected in the consolidated financial
statements, the less likely the inherently
limited procedures required by auditing
standards would identify it.
In addition, as with any audit, there remains a
higher risk of non-detection of fraud, as this
may involve collusion, forgery, intentional
omissions, misrepresentations, or the override
of internal controls. Our audit procedures are
designed to detect material misstatement.
Weare not responsible for preventing
non-compliance or fraud and cannot be
expected to detect non-compliance with
alllaws and regulations.
Other information
The Directors are responsible for the other
information. The other information comprises
the information included in the annual
financial report but does not include the
consolidated financial statements and our
auditor’s report thereon. Our opinion on the
consolidated financial statements does not
cover the other information and we do not
express an audit opinion or any form of
assurance conclusion thereon.
In connection with our audit of the consolidated
financial statements, our responsibility is to read
the other information and, in doing so, consider
whether the other information is materially
inconsistent with the consolidated financial
statements or our knowledge obtained in the
audit, or otherwise appears to be materially
misstated. If, based on the work we have
performed, we conclude that there is a material
misstatement of this other information, we are
required to report that fact. We have nothing to
report in this regard.
Disclosures of emerging and principal
risks and longer-term viability
We are required to perform procedures to
identify whether there is a material
inconsistency between the Directors’
disclosures in respect of emerging and
principal risks and the Viability Statement, and
the consolidated financial statements and our
audit knowledge. We have nothing material
toadd or draw attention to in relation to:
– the Directors’ confirmation within the
Viability Statement (pages 41 and 42) that
they have carried out a robust assessment of
the emerging and principal risks facing the
Group, including those that would threaten
its business model, future performance,
solvency or liquidity;
– the emerging and principal risks disclosures
describing these risks and explaining how
they are being managed or mitigated;
– the Directors’ explanation in the Viability
Statement (pages 41 and 42) as to how they
have assessed the prospects of the Group,
over what period they have done so and
why they consider that period to be
appropriate, and their statement as to
whether they have a reasonable
expectation that the Group will be able to
continue in operation and meet its liabilities
as they fall due over the period of their
assessment, including any related
disclosures drawing attention to any
necessary qualifications or assumptions.
We are also required to review the Viability
Statement, set out on pages 41 and 42 under
the Listing Rules. Based on the above
procedures, we have concluded that the above
disclosures are materially consistent with the
consolidated financial statements and our
audit knowledge.
Corporate governance disclosures
We are required to perform procedures to
identify whether there is a material inconsistency
between the Directors’ corporate governance
disclosures and the consolidated financial
statements and our audit knowledge.
Based on those procedures, we have concluded
that each of the following is materially consistent
with the consolidated financial statements and
our audit knowledge:
– the Directors’ statement that they consider
that the annual financial report and
consolidated financial statements taken as a
whole is fair, balanced and understandable,
and provides the information necessary for
shareholders to assess the Group’s position
and performance, business model and
strategy;
– the section of the annual financial report
describing the work of the Audit
Committee, including the significant issues
that the Audit Committee considered in
relation to the financial statements, and
how these issues were addressed
– the section of the annual financial report
that describes the review of the
eectiveness of the Group’s risk
management and internal control systems.
We are required to review the part of Corporate
Governance Statement relating to the Group’s
compliance with the provisions of the UK
Corporate Governance Code specified by the
Listing Rules for our review. We have nothing to
report in this respect.
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We have nothing to report on other
matters on which we are required
toreport by exception
We have nothing to report in respect of the
following matters where the Companies
(Guernsey) Law, 2008 requires us to report
to you if, in our opinion:
– the Company has not kept proper accounting
records; or
– the consolidated financial statements are not
in agreement with the accounting records; or
– we have not received all the information and
explanations, which to the best of our
knowledge and belief are necessary for the
purpose of our audit.
Respective responsibilities
Directors’ responsibilities
As explained more fully in their report set out
on page 67, the Directors are responsible for:
the preparation of the consolidated financial
statements including being satisfied that they
give a true and fair view; such internal control as
they determine is necessary to enable the
preparation of consolidated financial
statements that are free from material
misstatement, whether due to fraud or error;
assessing the Group and Company’s ability to
continue as a going concern, disclosing, as
applicable, matters related to going concern;
and using the going concern basis of
accounting unless liquidation is imminent.
Auditor’s responsibilities
Our objectives are to obtain reasonable
assurance about whether the consolidated
financial statements as a whole are free from
material misstatement, whether due to fraud
or error, and to issue our opinion in an
auditor’s report. Reasonable assurance is a
high level of assurance, but does not
guarantee that an audit conducted in
accordance with ISAs (UK) will always detect a
material misstatement when it exists.
Misstatements can arise from fraud or error
and are considered material if, individually or
in aggregate, they could reasonably be
expected to influence the economic decisions
of users taken on the basis of the consolidated
financial statements.
A fuller description of our responsibilities is
provided on the FRC’s website at
www.frc.org.uk/auditorsresponsibilities.
The purpose of this report and
restrictions on its use by persons
other than the Company’s members
as a body
This report is made solely to the Company’s
members, as a body, in accordance with section
262 of the Companies (Guernsey) Law, 2008
and, in respect of any further matters on which
we have agreed to report, on terms we have
agreed with the Company. Our audit work has
been undertaken so that we might state to the
Company’s members those matters we are
required to state to them in an auditor’s report
and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume
responsibility to anyone other than the
Company and the Company’s members,
as a body, for our audit work, for this report,
orfor the opinions we have formed.
Rachid Frihmat
For and on behalf of KPMG
Channel Islands Limited
Chartered Accountants
and Recognised Auditors
Guernsey
25 April 2025
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Consolidated balance sheets
31 December 2024 and 31 December 2023 2024 2023
Assets
Investments at fair value:
Private equity investments
Cost of $739,667,739 at 31 December 2024 and $780,503,840 at 31 December 2023 $1,297,551,880 $1,321,345,503
Government obligations
Cost of $0 at 31 December 2024 and $115,157,505 at 31 December 2023 – 115,181, 46 8
Cash and cash equivalents 72,758,539 50,617,431
Other assets 1,846,912 2,336,264
Distributions and sales proceeds receivable from investments 19,171 333,138
Total assets $1,372,176,502 $1,489,813,804
Liabilities and share capital
Liabilities:
Zero Dividend Preference (“ZDP”) Share liability $– $80,428,778
Credit facility loan 90,000,000 90,000,000
Payables to Investment Manager and aliates 4,664,735 4,895,272
Accrued expenses and other liabilities 2,103,192 6,975,041
Net deferred tax liability 64,554 24,877
Total liabilities $96,832,481 $182,323,968
Share capital:
Class A Shares, $0.01 par value, 500,000,000 shares authorised,
49,388,127 shares issued and 46,237,719 shares outstanding at 31 December 2024 $493,882 $496,530
49,653,014 shares issued and 46,502,606 shares outstanding at 31 December 2023
Class B Shares, $0.01 par value, 100,000 shares authorised,
10,000 shares issued and outstanding 100 100
Additional paid-in capital 486,140,004 491,555,393
Retained earnings 795,912,722 822,682,245
Less cost of treasury stock purchased (3,150,408 shares) (9,248,460) (9,248,460)
Total net assets of the controlling interest $1,273,298,248 $1,305,485,808
Net assets of the non-controlling interest $2,045,773 $2,004,028
Total net assets $1,275,344,021 $1,307,489,836
Total liabilities and net assets $1,372,176,502 $1,489,813,804
Net asset value per share for Class A Shares and Class B Shares $27.53 $28.07
Net asset value per share for Class A Shares and Class B Shares (GBP) £21.98 £22.02
Net asset value per 2024 ZDP Share (Pence) – 126.18
The consolidated financial statements were approved by the Board of Directors on 25 April 2025 and signed on its behalf by
William Maltby John Martyn Falla
The accompanying notes are an integral part of the consolidated financial statements.
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Consolidated condensed schedules of investments
31 December 2024 and 31 December 2023
Private equity investments Cost Fair Value
Unfunded
Commitment
Private Equity
1
Exposure
2024
Direct equity investments
NB Alternatives Direct Co-investment Programme A $29,382,373 $17, 435,711 $16,981,954 $34,417,665
NB Alternatives Direct Co-investment Programme B
3
65,542,240 156,749,566 18,392,548 175,142,114
NB Renaissance Programmes 14,295,777 27,428,649 6,033,357 33,462,006
Marquee Brands 26,545,491 31,816,786 3,410,816 35,227,602
Direct equity investments
2, 3
585,394,526 1,036,043,160 2,667,777 1,038,710,937
Total direct equity investments $721,160,407 $1,269,473,872 $47,486,452 $1,316,960,324
Income investments
NB Credit Opportunities Programme $12,457,838 $24,284,753 $4,898,939 $29,183,692
Total income investments $12,457,838 $24,284,753 $4,898,939 $29,183,692
Fund investments $6,049,494 $3,793,255 $4,688,049 $8,481,304
Total investments $739,667,739 $1,297,551,880 $57,073,440 $1,354,625,320
2023
Direct equity investments
NB Alternatives Direct Co-investment Programme A $43,905,518 $19,573,022 $17,102,040 $36,675,062
NB Alternatives Direct Co-investment Programme B 74,332,209 170,167,212 19,340,324 189,507,536
NB Renaissance Programmes 10,5 87, 835 23,890,095 9,603,804 33,493,899
Marquee Brands 26,047,730 30,573,581 3,410,816 33,984,397
Direct equity investments
2, 3
534,272,602 979,327,044 2,529,601 981,856,645
Total direct equity investments $689,145,894 $1,223,530,954 $51,986,585 $1,275,517,539
Income investments
NB Credit Opportunities Programme $25,043,808 $37,927,794 $11,981,976 $49,909,770
NB Specialty Finance Programme 8,259,427 7,750,000 15,000,000 22,750,000
Income investments 48,817,095 44,326,526 – 44,326,526
Total income investments $82,120,330 $90,004,320 $26,981,976 $116,986,296
Fund investments $9,237,616 $7,810,229 $5,318,896 $13,129,125
Total investments $780,503,840 $1,321,345,503 $84,287,457 $1,405,632,960
1. Private equity exposure is the sum of fair value and unfunded commitment.
2. Includes direct equity investments into companies and co-investment vehicles.
3. This includes investment(s) above 5% of net asset value. See Note 3.
The accompanying notes are an integral part of the consolidated financial statements.
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Consolidated condensed schedules of investments
31 December 2024 and 31 December 2023
As of 31 December 2024, the Group did not hold any securities classified as government obligations.
Investment Description Geography Industry Cost Fair Value
2023
Government obligations
Treasury Bill 0% 1/18/2024 USA Sovereign $12,966,797 $12,969,450
Treasury Bill 0% 2/6/2024 USA Sovereign 27,810,903 27,818,058
Treasury Bill 0% 2/29/2024 USA Sovereign 14,869,685 14,872,800
Treasury Bill 0% 4/2/2024 USA Sovereign 5,004,141 5,003,623
Treasury Bill 0% 4/16/2024 USA Sovereign 15,010,757 15,010,671
Treasury Bill 0% 5/9/2024 USA Sovereign 15,009,923 15,009,866
Treasury Bill 0% 5/23/2024 USA Sovereign 24,485,299 24,497,000
Total government obligations $115,157,505 $115,181,468
The accompanying notes are an integral part of the consolidated financial statements.
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31 December 2024 and 31 December 2023
Geographic diversity of private equity investments
1
Fair Value
2024
Fair Value
2023
North America $1,021,215,672 $961,966,491
Europe 266,480,426 319,680,132
Asia/rest of world 9,855,782 39,698,880
$1,297,551,880 $1,321,345,503
Industry diversity of private equity investments
2
2024 2023
Consumer 20.5% 21.0%
Technology/IT 19.3% 18.2%
Industrials 17.0% 17.8%
Financial services 15.7% 11.9%
Business services 11.1% 12.1%
Healthcare 8.2% 9.3%
Communications/media 3.1% 3.3%
Diversified/undisclosed/other 2.2% 3.8%
Transportation 1.7% 1.4%
Energy 1.2% 1.2%
100.0% 100.0%
Asset class diversification of private equity investments
3
2024 2023
Direct Equity Investments
Mid-cap buyout 48.3% 47.3%
Large-cap buyout 34.1% 32.2%
Special situation 12.3% 10.2%
Growth equity 3.3% 3.2%
Income investments 1.9% 6.8%
Growth/venture funds 0.1% 0.3%
100.0% 100.0%
1. Geography is determined by location of the headquarters of the underlying portfolio companies in funds and direct co-investments.
A portion of our fund investments may relate to cash or other assets or liabilities that they hold and for which we do not have adequate information to assign a geographic location.
2. Industry diversity is based on underlying portfolio companies and direct co-investments which may be held through either co-investments or NB-managed vehicles. Percentages are calculated based on the total portfolio value.
3. Asset class diversification is based on the net asset value of underlying fund investments and co-investments. Percentages are calculated based on the total portfolio value.
The accompanying notes are an integral part of the consolidated financial statements.
Consolidated condensed schedules of investments
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Consolidated statements of operations and changes in net assets
For the years ended 31 December 2024 and 2023 2024 2023
Interest and dividend income (net of foreign withholding taxes of $0 for 2024 and $2,263 for 2023) $8,525,670 $7,054,768
Expenses
Investment management and services $19,060,021 $20,512,023
Finance costs
Credit facility 9,115,378 8,892,744
ZDP Shares 3,510,592 3,281,037
Administration and professional fees 4,756,034 4,909,508
Total expenses $36,442,025 $37,595,312
Management fee oset (128,041) –
Net expenses $36,313,984 $37,595,312
Net investment loss $(27,788,314) $(30,540,544)
Tax expense 2,316,596 721,007
Net investment loss after taxes $(30,104,910) $(31,261,551)
Realised and unrealised gains
Realised gain on investments $32,949,939 $82,483,081
Net change in unrealised gain (loss) on investments, net of tax expense of $39,677 for 2024 and $15,764 for 2023 14,024,546 (24,095,674)
Net realised and change in unrealised gain $46,974,485 $58,387,407
Net increase in net assets resulting from operations $16,869,575 $27,125, 856
Less net increase in net assets resulting from operations attributable to the non-controlling interest (41,745) (56,705)
Net increase in net assets resulting from operations attributable to the controlling interest $16,827,830 $27,069,151
Net assets at beginning of period attributable to the controlling interest $1,305,485,808 $1,327,266,223
Less dividend payment (43,597,353) (43,843,309)
Less cost of stock repurchased and cancelled (264,887 shares for 2024 and 258,424 shares for 2023) (5,418,037) (5,006,257)
Net assets at end of period attributable to the controlling interest $1,273,298,248 $1,305,485,808
Earnings per share for Class A Shares and Class B Shares of the controlling interest $0.36 $0.58
Earnings per share for Class A Shares and Class B Shares of the controlling interest (GBP) £0.28 £0.47
The accompanying notes are an integral part of the consolidated financial statements.
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Consolidated statements of cash ows
For the years ended 31 December 2024 and 2023 2024 2023
Cash flows from operating activities:
Net increase in net assets resulting from operations attributable to the controlling interest $16,827,830 $27,069,151
Net increase in net assets resulting from operations attributable to the non-controlling interest 41,745 56,705
Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by operating activities:
Realised gain on investments (32,949,939) (82,483,081)
Net change in unrealised (gain) loss on investments, net of tax expense (14,024,546) 24,095,674
Contributions to private equity investments (8,881,400) (6,706,951)
Purchases of private equity investments (95,563,898) (15,308,316)
Distributions from private equity investments 102,718,349 132,874,039
Proceeds from sale of private equity investments 75,614,441 36,906,862
Purchases of government obligations (266,356,277) (143,910,794)
Proceeds from sale of government obligations 386,061,483 30,000,000
In-kind payment of interest income and change in accrued interest (6,486,733) (5,995,497)
Amortisation of finance costs 381,442 404,217
Amortisation of Original Issue Discount (“OID”) (22,403) (35,723)
Change in other assets 460,523 (241,185)
Change in payables to Investment Manager and aliates (230,537) (282,100)
Change in current tax liability (2,947,100) 685,067
Change in accrued expenses and other liabilities 1,469,691 5,304,653
Net cash provided by operating activities $156,112,671 $2,432,721
Cash flows from financing activities:
Dividend payment $(43,597,353) $(43,843,309)
Redemption of 2024 ZDP Shares (84,956,173) –
Stock repurchased and cancelled (5,418,037) (5,006,257)
Borrowings from credit facility – 120,000,000
Payments to credit facility – (30,000,000)
Net cash provided by (used in) financing activities $(133,971,563) $41,150,434
Net increase in cash and cash equivalents $22,141,108 $43,583,155
Cash and cash equivalents at beginning of period 50,617,431 7,034,276
Cash and cash equivalents at end of period $72,758,539 $50,617, 431
Supplemental cash flow information
Credit facility financing costs paid $11,049,056 $6,606,935
Taxes paid $5,266,049 $37,712
Taxes refunded $2,353 $1,772
The accompanying notes are an integral part of the consolidated financial statements.
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Notes to consolidated financial statements
Note 1 – Description of the Group
NB Private Equity Partners Limited (the “Company”) and its subsidiaries, collectively
(the “Group”) is a closed-ended investment company registered in Guernsey.
Theregistered oce is Oak House, Hirzel Street, St. Peter Port, Guernsey, GY1 2NP.
Theprincipal activity of the Group is to invest in direct private equity investments by
co-investing alongside leading private equity sponsors in their core areas of expertise.
The Company’s Class A Shares are listed and admitted to trading on the Main Market
ofthe London Stock Exchange (“Main Market”) under the symbols “NBPE” and “NBPU”
corresponding to Sterling and U.S. dollar quotes, respectively.
The Group is managed by NB Alternatives Advisers LLC (“Investment Manager”),
a subsidiary of Neuberger Berman Group LLC (“NBG”), pursuant to an Investment
Management Agreement. The Investment Manager serves as the registered
investment adviser under the Investment Advisers Act of 1940.
Note 2 – Summary of significant accounting policies
Basis of presentation
These consolidated financial statements present a true and fair view of the financial
position, profit or loss and cash flows and have been prepared in conformity with U.S.
generally accepted accounting principles (“U.S. GAAP”) and are in compliance with the
Companies (Guernsey) Law, 2008 (as amended). All adjustments considered necessary
for the fair presentation of the consolidated financial statements for the periods
presented have been included. These consolidated financial statements are presented
in U.S. dollars.
The Group is an investment company and follows the accounting and reporting
guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards
Codification (“ASC”) Topic 946, Financial Services – Investment Companies.
Accordingly, the Group reflects its investments on the Consolidated Balance Sheets at
their estimated fair values, with unrealised gains and losses resulting from changes in
fair value reflected in net change in unrealised gain (loss) on investments in the
Consolidated Statements of Operations and Changes in Net Assets. The Group does
not consolidate majority-owned or controlled portfolio companies. The Group does
not provide any financial support to any of its investments beyond the investment
amount to which it committed.
The Directors considered that it is appropriate to adopt a going concern basis
ofaccounting in preparing the consolidated financial statements. In reaching this
assessment, the Directors have considered a wide range of information relating
topresent and future conditions including the balance sheets, future projections,
cashflows and the longer-term strategy of the business.
Principles of consolidation
The consolidated financial statements include accounts of the Company consolidated
with the accounts of all its subsidiaries in which it holds a controlling financial interest
as of the financial statement date. All inter-group balances have been eliminated.
The Company’s partially owned subsidiary, NB PEP Investments, LP (incorporated)
isincorporated in Guernsey.
The Company’s wholly-owned subsidiaries, NB PEP Holdings Limited, NB PEP
Investments I, LP, NB PEP Investments LP Limited and NB PEP Investments Limited are
incorporated in Guernsey.
The Company’s wholly-owned subsidiary, NB PEP Investments DE, LP is incorporated
inDelaware and operates in the United States.
Use of estimates and judgements
The preparation of the consolidated financial statements in conformity with U.S. GAAP
requires the Directors to make estimates and judgements that aect the reported
amounts of certain assets and liabilities and disclosure of contingent assets and
liabilities at the date of the consolidated financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results could
dier from those estimates.
The following estimates and assumptions were used at 31 December 2024 and
31December 2023 to estimate the fair value of each class of financial instruments:
– Cash and cash equivalents – The carrying value reasonably approximates fair value
due to the short-term nature of these instruments.
– Government obligations – Further information on valuation is provided in the Fair
Value measurements section below.
– Other assets – The carrying value reasonably approximates fair value.
– Distributions and sales proceeds receivable from investments – The carrying value
reasonably approximates fair value.
– ZDP Share liability – The carrying value reasonably approximates fair value (see Note 5).
– Credit Facility Loan – The carrying value reasonably approximates fair value.
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Notes to consolidated financial statements
– Payables to Investment Manager and aliates – The carrying value reasonably
approximates fair value.
– Accrued expenses and other liabilities – The carrying value reasonably approximates
fair value.
– Private equity investments – Further information on valuation is provided in the Fair
Value measurements section below.
Fair Value measurements
It is expected that most of the investments in which the Group invests will meet the
criteria set forth under FASB ASC 820 Fair Value Measurement and Disclosures (“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 net asset value (“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 Investment Manager will value the Group’s investment based primarily
on the value reported to the Group by the investment or by the lead investor/sponsor
of a direct co-investment as of each quarter-end, as determined by the investments in
accordance with its own valuation policies.
ASC 820-10 Fair Value Measurements and Disclosure establishes a fair value hierarchy
that prioritises the inputs to valuation techniques used to measure fair value.
Thehierarchy gives the highest priority to unadjusted quoted prices in active markets
for identical assets or liabilities (Level 1 measurements) and the lowest priority to
unobservable inputs (Level 3 measurements). ASC 820-10-35-39 to 55 provides three
levels of the fair value hierarchy as follows:
Level 1: Quoted prices are available in active markets for identical investments as of
the reporting date.
Level 2: Pricing inputs are other than quoted prices in active markets, which are either
directly or indirectly observable as of the reporting date.
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 used
in the determination of the fair value require significant management
judgement or estimation.
Observable inputs refer broadly to the assumptions that market participants would
use in pricing the asset or liability, including assumptions about risk, based on market
data obtained from sources independent of the Group. Unobservable inputs reflect
the Group’s own assumptions about the assumptions market participants would use
inpricing the asset or liability based on the information available. The inputs or
methodology used for valuing assets or liabilities may not be an indication of the risks
associated with investing in those assets or liabilities. The Group generally uses the
NAV reported by the investments as a primary input in its valuation utilising the
practical expedient method of determining fair value; however, adjustments to the
reported NAV may be made based on various factors, including, but not limited to,
theattributes 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’ portfolio or other assets and liabilities. Investments that are
measured at fair value using the NAV per share (or its equivalent) practical expedient
are not categorised in the fair value hierarchy.
Government obligations
The fair value of U.S. Treasury Bills is based on dealer quotations. U.S. Treasury Bills
inthis portfolio are categorised as Level 1 of the fair value hierarchy.
Realised gains and losses on investments
Purchases and sales of investments are recorded on a trade-date basis. Realised gains
and losses from sales of investments are determined on a specific identification basis.
For investments in private equity investments, the Group records its share of realised
gains and losses incurred when the Investment Manager knows that the private equity
investment has realised its interest in a portfolio company and the Investment
Manager has sucient information to quantify the amount. For all other investments,
realised gains and losses are recognised in the Consolidated Statements of Operations
and Changes in Net Assets in the year in which they arise.
Net change in unrealised gains and losses on investments
Gains and losses arising from changes in value are recorded as an increase or decrease in
the unrealised gains or losses of investments based on the methodology described above.
Foreign currency
Assets and liabilities denominated in foreign currencies are translated into U.S. dollar
amounts at the reporting date. Transactions denominated in foreign currencies,
including purchases and sales of investments, and income and expenses, are translated
into U.S. dollar amounts on the date of such transactions. Adjustments arising from
foreign currency transactions are reflected in the net realised gain (loss) on investments
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Notes to consolidated financial statements
and the net change in unrealised gain (loss) on investments on the Consolidated
Statements of Operations and Changes in Net Assets.
The Group’s investments of which capital is denominated in foreign currency are
translated into U.S. dollars based on rates of exchange at the reporting date.
Thecumulative eect of translation to U.S. dollars has decreased the fair value of the
Group’s foreign investments by $21,111,656 for the year ended 31 December 2024.
Thecumulative eect of translation to U.S. dollars increased the fair value of the
Group’s foreign investments by $9,201,227 for the year ended 31 December 2023.
The ZDP Shares were denominated in Sterling (see Note 5 and Note 6; as of
31December 2024, there were no outstanding ZDP Shares). The Group has unfunded
commitments denominated in currencies other than U.S. dollars. At 31 December
2024, the unfunded commitments that are in Euros and Sterling amounted to
€6,235,659 and £29,588, respectively (31 December 2023: €9,080,803 and £32,138).
They have been included in the Consolidated Condensed Schedules of Investments at
the U.S. dollar exchange rates in eect at 31 December 2024 and 31 December 2023.
The eect on the unfunded commitment of the change in the exchange rates between
Euros and U.S. dollars was a decrease in the U.S. dollar obligations of $433,276 for
31December 2024 and an increase in the U.S. dollar obligations of $294,762
for31December 2023.
The eect on the unfunded commitment of the change in the exchange rates between
Sterling and U.S. dollars was a decrease in the U.S. dollar obligations of $663 for
31December 2024 and an increase in the U.S. dollar obligations of $2,311 for
31December 2023.
Investment transactions and investment income
Investment transactions are accounted for on a trade-date basis. Investments are
recognised when the Group incurs an obligation to acquire a financial instrument and
assume the risk of any gain or loss or incurs an obligation to sell a financial instrument
and forego the risk of any gain or loss. Investment transactions that have not yet
settled are reported as receivable from investment or payable to investment.
The Group earns interest and dividends from direct investments and from cash and
cash equivalents. The Group records dividends on the ex-dividend date, net of
withholding tax, if any, and interest, on an accrual basis when earned, provided the
Investment Manager knows the information or is able to reliably estimate it.
Otherwise, the Group records the investment income when it is reported by the private
equity investments. Discounts received or premiums paid in connection with the
acquisition of loans are amortised into interest income using the eective interest
method over the contractual life of the related loan. Payment-in-kind (“PIK”) interest is
computed at the contractual rate specified in the loan agreement for any portion of
the interest which may be added to the principal balance of a loan rather than paid in
cash by the obligator on the scheduled interest payment date. PIK interest is added to
the principal balance of the loan and recorded as interest income. Prepayment
premiums include fee income from securities settled prior to maturity date, and are
recorded as interest income in the Consolidated Statements of Operations and
Changes in Net Assets.
For the year ended 31 December 2024, total interest and dividend income was
$8,525,670, of which $2,119 was dividends, and $8,523,551 was interest income.
Forthe year ended 31 December 2023, total interest and dividend income was
$7,054,768, of which $73,948 was dividends, and $6,980,820 was interest income.
Cash and cash equivalents
Cash and cash equivalents represent cash held in accounts at banks and liquid
investments with original maturities of three months or less. Cash equivalents are
carried at cost plus accrued interest, which approximates fair value. At 31 December
2024 and 31 December 2023, cash and cash equivalents consisted of $72,758,539
and$50,617,431, respectively, held in operating accounts with Bank of America Merrill
Lynch and U.S. Bank.
Cash equivalents are held for the purpose of meeting short-term liquidity requirements,
rather than for investment purposes. As of 31 December 2024 and 31December 2023,
the cash equivalents were $47,241,246 and $14,858,215, respectively.
Cash and cash equivalents are subject to credit risk to the extent those balances exceed
applicable Federal Deposit Insurance Corporation (“FDIC”) or Securities Investor
Protection Corporation (“SIPC”) limitations.
Income taxes
The Company is registered in Guernsey as an exempt company. The States of Guernsey
Income Tax Authority has granted the Group an exemption from Guernsey income tax
under the provision of the Income Tax (Exempt Bodies) (Guernsey) Ordinance 1989 and
the Group has been charged an annual exemption fee of £1,600 (2023: £1,200).
Generally, income that the Group derives from the investments may be subject to taxes
imposed by the U.S. or other countries and will impact the Group’s eective tax rate.
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Notes to consolidated financial statements
In accordance with FASB ASC 740-10, Income Taxes, the Group is required to determine
whether its tax positions are more likely than not to be sustained upon examination
bythe applicable taxing authority based on the technical merits of the position.
Taxpositions not deemed to meet a more-likely-than-not threshold would be recorded
as a tax expense in the current year.
The Group files tax returns as prescribed by the tax laws of the jurisdictions in which it
operates. In the normal course of business, the Group is subject to examination by U.S.
federal, state, local and foreign jurisdictions, where applicable. The Group’s U.S. federal
income tax returns are open under the normal three-year statute of limitations and
therefore subject to examination. The Investment Manager does not expect that the total
amount of unrecognised tax benefits will materially change over the next 12 months.
Investments made in entities that generate U.S. source investment income may subject
the Group to certain U.S. federal and state income tax consequences. A U.S.
withholding tax at the rate of 30% may be applied on the Group’s distributive share of
any U.S. sourced dividends and interest (subject to certain exemptions) and certain
other income that the Group receives directly or through one or more entities treated
as either partnerships or disregarded entities for U.S. federal income tax purposes.
Investments made in entities that generate business income that is eectively
connected with a U.S. trade or business may subject the Group to certain U.S. federal
and state income tax consequences. Generally, the U.S. imposes withholding tax on
eectively connected income at the highest U.S. rate (generally 21%). In addition, the
Group may also be subject to a branch profits tax which can be imposed at a rate of up
to 23.7% of the after-tax profits treated as eectively connected income associated
with a U.S. trade or business. As such, the aggregate U.S. tax liability on eectively
connected income may approximate 44.7% given the two levels of tax.
The Group recognises a tax benefit in the consolidated financial statements only when
it is more likely than not that the position will be sustained upon examination by the
relevant taxing authority based on the technical merits of the position. To date, the
Group has not provided any reserves for taxes as all related tax benefits have been fully
recognised. Although the Investment Manager believes uncertain tax positions have
been adequately assessed, the Investment Manager acknowledges that these matters
require significant judgement and no assurance can be given that the final tax
outcome of these matters will not be dierent.
Deferred taxes are recorded to reflect the tax benefit and consequences of future
years’ dierences between the tax basis of assets and liabilities and their financial
reporting basis. The Group records a valuation allowance to reduce deferred tax assets
if it is more likely than not that some portion or all of the deferred tax assets will not be
realised. Management subsequently adjusts the valuation allowance as the expected
realisability of the deferred tax assets changes such that the valuation allowance is
sucient to cover the portion of the asset that will not be realised. The Group records
the tax associated with any transactions with U.S. or other tax consequences when the
Group recognises the related income (see Note 7).
Shareholders in certain jurisdictions may have individual income tax consequences
from ownership of the Group’s shares. The Group has not accounted for any such tax
consequences in these consolidated financial statements. For example, the Investment
Manager expects the Group and certain of its non-U.S. corporate subsidiaries to be
treated as passive foreign investment corporations (“PFICs”) under U.S. tax rules.
Forthis purpose, the PFIC regime should not give rise to additional tax at the level of
the Group or its subsidiaries. Instead, certain U.S. investors in the Group may need to
make tax elections and comply with certain U.S. reporting requirements related to
their investments in the PFICs in order to potentially manage the adverse U.S. tax
consequences associated with the regime.
Forward foreign exchange contracts
Forward foreign exchange contracts are reported on the balance sheets at fair value
and included either in other assets or accrued expenses and other liabilities,
depending on each contract’s unrealised position (appreciated/depreciated) relative
to its notional value as of the end of the reporting periods. See Note 6.
Forward foreign exchange contracts involve elements of market risk in excess of the
amounts reflected on the consolidated financial statements. The Group bears the risk
of an unfavourable change in the foreign exchange rate underlying the forward
foreign exchange contract, if any contract exists, as well as risks from the potential
inability of the counterparties to meet the terms of their contracts.
Dividends to shareholders
The Company pays dividends semi-annually to shareholders upon approval by the
Board of Directors subject to the passing of the solvency test under Guernsey law.
Liabilities for dividends to shareholders are recorded on the ex-dividend date.
The Company may declare dividend payments from time to time. Prior to each dividend
announcement, the Board reviews the appropriateness of the dividend payment in
light of macroeconomic activity, the financial position of the Company, and other
factors. The Company targets an annualised dividend yield of 3.0% or greater on NAV
which has been paid out semi-annually.
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Notes to consolidated financial statements
Operating expenses
Operating expenses are recognised when incurred. Operating expenses include
amounts directly incurred by the Group as part of its operations, and do not include
amounts incurred from the operations of the Group’s investments. These operating
expenses are included in administration and professional fees on the Consolidated
Statement of Operations and Changes in Net Assets.
Carried interest
Carried interest amounts due to the Special Limited Partner (an aliate of the
Investment Manager, see Note 10) are computed and accrued at each period end
based on period-to-date results in accordance with the terms of the Third Amended
and Restated Limited Partnership Agreement of NB PEP Investments LP (Incorporated).
For the purposes of calculating the incentive allocation payable to the Special Limited
Partner, the value of any fund investments made by the Group in other Neuberger
Berman Funds (“NB Funds”) in respect of which the Investment Manager or an aliate
receives a fee or other remuneration shall be excluded from the calculation.
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Note 3 – Investments
The Group invests in a diversified portfolio of direct private equity companies (see Note 2). As required by ASC 820, financial assets and liabilities are classified in their entirety
based on the lowest level of input that is significant to the fair value measurement. The Group has assessed these positions and concluded that all private equity companies not
valued using the practical expedient, with the exception of marketable securities, are classified as either Level 2 or Level 3 due to significant unobservable inputs. Marketable
securities distributed from a private equity company are classified as Level 1. The Group values equity securities that are traded on a national securities exchange at their last
reported sales price. There were two marketable securities held by the Group as of 31 December 2024 and 31 December 2023.
The following table details the Group’s financial assets and liabilities that were accounted for at fair value as of 31 December 2024 and 31 December 2023 by level and
fair value hierarchy.
As of 31 December 2024
Assets (Liabilities) Accounted for at Fair Value
Level 1 Level 2 Level 3
Investments
measured at
net asset value
1
Total
Common stock $3,770,837 $3,984,000 $– $– $7,754,837
Private equity companies – – 153,354,715 1,136,442,328 1, 289,797,043
Totals $3,770,837 $3,984,000 $153,354,715 $1,136,442,328 $1,297,551,880
As of 31 December 2023
Assets (Liabilities) Accounted for at Fair Value
Level 1 Level 2 Level 3
Investments
measured at
net asset value
1
Total
Common stock $6,784,603 $6,556,933 $– $– $13,341,536
Government obligations 115,181, 468 – – – 115,181,46 8
Private equity companies – 235,297 206,759,351 1,101,009,319 1,308,003,967
Totals $121,966,071 $6,792,230 $206,759,351 $1,101,009,319 $1,436,526,971
1. Certain investments that are measured at fair value using the NAV per share (or its equivalent) practical expedient have not been categorised in the fair value hierarchy. The fair value amounts presented in this table are intended to permit
reconciliation of the fair value hierarchy to the amounts presented in the Consolidated Condensed Schedules of Investments.
Significant investments:
At 31 December 2024, the Group’s share of the following underlying private equity company exceeded 5% of net asset value.
Company (Legal Entity Name) Industry Country
Fair Value
2024
Fair Value as a
Percentage of
net asset value
3i 2020 Co-investment 1 SCSp (Action) (LP Interest)
Consumer/
Retail Netherlands $74,432,660 5.85%
RCP Artemis Co-Invest, L.P. (Advisor Group)
1
(LP Interest)
Financial
Services
United States of
America 71,485,020 5.61%
1. The Company is held by NB Alternatives Direct Co-investment Programme B and through a direct equity co-investment vehicle.
Notes to consolidated financial statements
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Significant investments:
At 31 December 2023, the Group’s share of the following underlying private equity company exceeded 5% of net asset value.
Company (Legal Entity Name) Industry Country
Fair Value
2023
Fair Value as a
Percentage of
net asset value
3i 2020 Co-investment 1 SCSp (Action) (LP Interest)
Consumer/
Retail Netherlands $85,631,976 6.56%
The following table summarises the changes in the fair value of the Group’s Level 3 private equity investments for the year ended 31 December 2024.
(dollars in thousands)
For the Year Ended 31 December 2024
Large-cap Buyout Mid-cap Buyout Special Situations Growth/Venture Income Investments
Total Private
Equity Investments
Balance, 31 December 2023 $43,314 $99,598 $8,191 $11,331 $44,325 $206,759
Purchases of investments and/or contributions to investments – – – – – –
Realised gain (loss) on investments (1) 6,603 – 55 (2,579) 4,078
Changes in unrealised gain (loss) of investments still held at the reporting date 5,805 4,374 (5,914) (2,693) – 1,572
Changes in unrealised gain (loss) of investments sold during the period – (5,928) – – (672) (6,600)
Distributions from investments – (17,236) – (257) (41,074) (58,567)
Transfers into level 3 – 5,878 – 235 – 6,113
Transfers out of level 3 – – – – – –
Balance, 31 December 2024 $49,118 $93,289 $2,277 $8,671 $ – $153,355
Investments were transferred into Level 3 as management’s fair value estimate included significant unobservable inputs. There were no transfers out of Level 3.
The following table summarises changes in the fair value of the Company’s Level 3 private equity investments for the year ended 31 December 2023.
For the Year Ended 31 December 2023
(dollars in thousands) Large-cap Buyout Mid-cap Buyout Special Situations Growth/Venture Income Investments
Total Private Equity
Investments
Balance, 31 December 2022
$38,312 $84,149 $13,383 $19,789 $40,147 $195,780
Purchases of investments and/or contributions to investments – 278 – – – 278
Realised gain (loss) on investments – 353 312 13 4,815 5,493
Changes in unrealised gain (loss) of investments still held at the reporting date 5,002 (280) (4,538) (3,972) (637) (4,425)
Changes in unrealised gain (loss) of investments sold during the period – 64 (245) (13) – (194)
Distributions from investments – (353) (721) (13) – (1,087)
Transfers into level 3 – 15,387 – – – 15,387
Transfers out of level 3 – – – (4,473) – (4,473)
Balance, 31 December 2023
$43,314 $99,598 $8,191 $11,331 $44,325 $206,759
Investments were transferred into Level 3 as management’s fair value estimate included significant unobservable inputs. Investments were transferred out of Level 3 into Level 2.
Notes to consolidated financial statements
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The following table summarises the valuation methodologies and inputs used for private equity investments categorised in Level 3 as of 31 December 2024.
(dollars in thousands)
Private Equity Investments Fair Value 31 December 2024 Valuation Methodologies Unobservable Inputs
1
Ranges (Weighted Average)
2
Impact to Valuation from an
Increase in Input
3
Direct equity investments
Large-cap buyout $49,118 Market Comparable Companies LTM EBITDA 12.9x-22.5x (15.1x) Increase
Market Comparable Companies NTM EBITDA 20.0x Increase
Mid-cap buyout 93,289 Escrow Value Escrow 1.0x Increase
Expected Transaction Price Expected Transaction Price 1.0x Increase
Market Comparable Companies LTM EBITDA 11.0x-14.8x (13.4x) Increase
Special situations 2,277 Market Comparable Companies LTM EBITDA 7.6x Increase
Growth/venture 8,671 Market Comparable Companies LTM EBITDA 21.3x Increase
Escrow Value Escrow 1.0x Increase
Total $153,355
1. LTM means Last Twelve Months, EBITDA means Earnings Before Interest Taxes Depreciation and Amortisation, NTM means Next Twelve Months.
2. Inputs weighted based on fair value of investments in range.
3. Unless otherwise noted, this column represents the directional change in the fair value of Level 3 investments that would result from an increase to the corresponding unobservable input. A decrease to the unobservable input would have the
opposite eect. Significant increases and decreases in these inputs in isolation could result in significantly higher or lower fair value measurements.
Notes to consolidated financial statements
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The following table summarises the valuation methodologies and inputs used for private equity investments categorised in Level 3 as of 31 December 2023.
(dollars in thousands)
Private Equity Investments Fair Value 31 December 2023 Valuation Methodologies Unobservable Inputs
1
Ranges (Weighted Average)
2
Impact to Valuation from an
Increase in Input
3
Direct equity investments
Large-cap buyout $43,314 Market Comparable Companies LTM EBITDA 12.8x Increase
Market Comparable Companies LTM Revenue 23.0x Increase
Market Comparable Companies NTM EBITDA 20.0x Increase
Mid-cap buyout 99,598 Escrow Value Escrow 1.0x Increase
Market Comparable Companies LTM EBITDA 8.8x-15.0x (13.4x) Increase
Special situations 8,191 Market Comparable Companies LTM EBITDA 9.4x Increase
Market Comparable Companies LTM Net Revenue 1.0x Increase
Growth/venture 11, 331 Market Comparable Companies LTM Net Revenue 1.8x-2.5x (1.9x) Increase
Market Comparable Companies LTM EBITDA 27.2 x Increase
Income investments 44,325 Market Comparable Companies LTM EBITDA 9.6x-11.9x (11.6x) Increase
Total $206,759
1. LTM means Last Twelve Months, EBITDA means Earnings Before Interest Taxes Depreciation and Amortisation, NTM means Next Twelve Months.
2. Inputs weighted based on fair value of investments in range.
3. Unless otherwise noted, this column represents the directional change in the fair value of Level 3 investments that would result from an increase to the corresponding unobservable input. A decrease to the unobservable input would have the
opposite eect. Significant increases and decreases in these inputs in isolation could result in significantly higher or lower fair value measurements.
Notes to consolidated financial statements
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Since 31 December 2023, there have been no changes in valuation methodologies
within Level 2 and Level 3 that have had a material impact on the valuation of private
equity investments.
In the case of direct equity investments and income investments, the Investment Manager
does not control the timing of exits, but at the time of investment, typically expects
investment durations to be meaningfully shorter than fund investments. Therefore,
although some fund and direct investments may take 10-15 years to reach final realisation,
the Investment Manager expects the majority of the Group’s invested capital in the current
portfolio to be returned in much shorter timeframes. Generally, fund investments have a
defined term and no right to withdraw. In the case of fund investments, fund lives are
typically 10 years; however, a series of extensions often mean the lives can extend
significantly beyond this. It should be noted that the Group’s fund investments are legacy
assets, non-core to the current strategy and are in realisation mode.
Note 4 – Credit facility
As of 31 December 2024, a subsidiary of the Company had a $300.0 million secured
revolving credit facility (the “MassMutual Facility”) with Massachusetts Mutual Life
Insurance Company (“MassMutual”). The 10-year borrowing availability period of the
MassMutual Facility expires on 23 December 2029, while the MassMutual Facility
matures on 23 December 2031. For the year ended 31 December 2024, the borrowings
drawn from the MassMutual Facility were NIL and the payments to the MassMutual
Facility were NIL, and the outstanding balance of the MassMutual Facility was
$90,000,000 as of 31 December 2024. For the year ended 31 December 2023,
theborrowings drawn from the MassMutual Facility were $120,000,000 and the
payments to the MassMutual Facility were $30,000,000, and the outstanding balance
of the MassMutual Facility was $90,000,000 as of 31 December 2023.
Under the MassMutual Facility, the Group is required to meet certain portfolio
concentration tests and certain loan-to-value ratios not to exceed 45% through
23December 2027 with stepdowns each year thereafter until reaching 0% on
23December 2029 and through maturity. In addition, the MassMutual Facility limits
the incurrence of loan-to-value ratios above 45%, additional indebtedness, asset sales,
acquisitions, mergers, liens, portfolio asset assignments, or other matters customarily
restricted in such agreements. The MassMutual Facility defines change in control as a
change in the Company’s ownership structure of certain of its subsidiaries or the event
in which the Group is no longer managed by the Investment Manager or an aliate.
Achange in control would trigger an event of default under the MassMutual Facility.
At31 December 2024, the Group met all requirements under the MassMutual Facility.
The MassMutual Facility is secured by a security interest in the cash flows from the
underlying investments of the Group.
Under the MassMutual Facility, the interest rate through 30 June 2023 was calculated
as the greater of either LIBOR or 1% plus 2.875% per annum. On 30 June 2023 the
MassMutual Facility was amended for the interest rate calculation from greater of
either LIBOR or 1% plus 2.875% to SOFR plus 2.875% per annum, subject to a credit
spread adjustment. The amended credit facility agreement results in no material
economic changes to the facility.
The Group is required to pay a commitment fee calculated as 0.55% per annum on the
average daily balance of the unused facility amount. The Group is subject to a minimum
utilisation of 30% of the facility size, or $90.0 million, beginning 18 months after the
closing date or 23 June 2021. If the minimum utilisation is not met, theGroup is
required to pay the amount of interest that would have been accrued on the minimum
usage amount less any outstanding advances. As of 31 December 2024, the Group met
the minimum utilisation requirement, and only the commitment fee applied.
The following table summarises the Group’s finance costs incurred and expensed
under the MassMutual Facility for the years ended 31 December 2024 and 2023.
31 December 2024 31 December 2023
Interest expense $7,597,587 $3,125,154
Undrawn commitment fees 1,174,250 1,171,042
Servicing fees and breakage costs 78,250 50,861
Amortisation of capitalised debt issuance costs 265,291 264,567
Minimum utilisation fees – 4,281,120
Total Credit Facility Finance Costs $9,115,378 $8,892,744
As of 31 December 2024 and 31 December 2023, unamortised capitalised debt
issuance costs (included in Other assets on the Consolidated Balance Sheets) were
$1,846,912 and $2,112,203, respectively. Capitalised amounts are being amortised
on a straight-line basis over the terms of the applicable credit facility.
Notes to consolidated financial statements
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Note 5 – Zero Dividend Preference Shares (“ZDP Shares”)
On 30 October 2024, the 2024 ZDP Shares were redeemed and delisted from the
Specialist Fund Segment.
The following table reconciles the liability for ZDP Shares, which approximates fair
value, for the year ended 31 December 2024 and the year ended 31 December 2023.
ZDP Shares Pounds Sterling U.S. Dollars
Liability, 31 December 2022 £60,521,167 $72,800,912
Net change in accrued interest on 2024 ZDP Shares 2,570,123 3,141,388
Currency conversion – 4,486,478
Liability, 31 December 2023 £63,091,290 $80,428,778
Net change in accrued interest on 2024 ZDP Shares 2,223,710 3,394,440
Redemption of 2024 ZDP Shares (65,315,000) (84,956,173)
Currency conversion – 1,132,955
Liability, 31 December 2024 £– $–
The total liability balance related to the 2024 ZDP Shares was £0 (equivalent of $0)
and£63,091,290 (equivalent of $80,428,778) as of 31 December 2024 and
31December 2023, respectively.
As of 31 December 2024, there were no outstanding ZDP share classes.
ZDP Shares are measured at amortised cost. Capitalised oering costs are being
amortised using the eective interest rate method. The unamortised balance of
capitalised oering costs of the 2024 ZDP Shares at 31 December 2024 was $0
and the unamortised balance of capitalised oering costs of the 2024 ZDP Shares
at 31December 2023 was $116,151.
Note 6 – Forward foreign exchange contracts
The Group currently does not employ specific hedging techniques to reduce the risks
of adverse movements in securities prices, currency exchange rates and interest rates;
however, the investments may employ such techniques. While hedging techniques
may reduce certain risks, such transactions themselves may entail other risks.
Thus,while the investments may benefit from the use of these hedging mechanisms,
unanticipated changes in securities prices, currency exchange rates or interest rates
may result in poorer overall performance for the investments than if they had not
entered into such hedging transactions.
As of 31 December 2024 and 31 December 2023, the Group did not hold any active
forward foreign currency contracts.
Notes to consolidated financial statements
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Note 7 – Income taxes
The Group is exempt from Guernsey tax on income derived from non-Guernsey
sources. However, certain of its underlying investments generate income that is
subject to tax in other jurisdictions, principally the U.S. , the Group hasrecorded the
following amounts related to such taxes:
31 December 2024 31 December 2023
Current tax expense $2,316,596 $721,007
Deferred tax expense 39,677 15,764
Total tax expense $2,356,273 $736,771
31 December 2024 31 December 2023
Gross deferred tax assets $12,665,836 $6,934,094
Valuation allowance (12,665,836) (6,934,094)
Net deferred tax assets – –
Gross deferred tax liabilities (64,554) (24,877)
Net deferred tax liabilities $(64,554) $(24,877)
Current tax expense (benefit) is reflected in Net investment income/(loss), and
deferred tax expense (benefit) is reflected in Net change in unrealised gain/(loss) on
the Consolidated Statements of Operations and Changes in Net Assets. Net deferred
tax liabilities are related to net unrealised gains, and gross deferred tax assets, oset by
a valuation allowance, are related to unrealised losses on investments held in entities
that file separate tax returns.
The Group has no gross unrecognised tax benefits. The Group is subject to examination
by tax regulators under the three-year statute of limitations.
Note 8 – Earnings (loss) per Share
The computations for earnings (loss) per share for the years ended 31 December 2024
and 2023 are as follows:
2024 2023
Net increase in net assets resulting from operations
attributable to the controlling interest $16,827,830 $27,069,151
Divided by weighted average shares outstanding for Class
A Shares and Class B Shares of the controlling interest 46,265,077 46,626,795
Earnings per share for Class A Shares and Class B
Shares of the controlling interest $0.36 $0.58
In accordance with Article 104(2) of the Commission Delegated Regulation (EU) No 231/2013
(and the UK version of this regulation which is part of UK law by virtue of the European Union
(Withdrawal) Act 2018), the Group is required to disclose additional information on the
classification of the balances presented within the net realised gain (loss) on investments and
forward foreign exchange contracts, and net change in unrealised gain (loss) on investments
and forward foreign exchange contracts presented on the Consolidated Statements of
Operations and Changes in Net Assets. For the years ended 31 December 2024 and 2023,
thebalances include the following:
Classification of Realised Gain (Loss) and Unrealised Gain (Loss)
1
31 December 2024 31 December 2023
Realised gain on investments $72,366,477 $86,868,749
Realised loss on investments (39,416,538) (4,385,668)
Net realised gain on investments $32,949,939 $82,483,081
Unrealised gain on investments $137,725,571 $130,978,416
Unrealised loss on investments
2
(123,661,348) (155,058,326)
Net unrealised gain (loss) on investments $14,064,223 $(24,079,910)
1. Above amounts are presented gross and, as such, exclude the tax expense (benefit) reported on the Consolidated
Statements of Operations and Changes in Net Assets
2. Includes unrealised gain reversal of $62,590,837 and $63,363,744 for the periods ended 31 December 2024
and2023, respectively, as a result of realised investment transactions.
Notes to consolidated financial statements
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Note 9 – Share capital, including treasury stock
Class A shareholders have the right to vote on all resolutions proposed at general
meetings of the Company, including resolutions relating to the appointment, election,
re-election and removal of Directors. The Company’s Class B Shares, which were issued
at the time of the initial public oering to a Guernsey charitable trust, whose trustee is
Oak Trust (Guernsey) Limited (“Trustee”), usually carry no voting rights at general
meetings of the Company. However, in the event the level of ownership of Class A
Shares by U.S. residents (excluding any Class A Shares held in treasury) exceeds 35%
onany date determined by the Directors (based on an analysis of share ownership
information available to the Company), the Class B Shares will carry voting rights in
relation to “Director Resolutions” (as such term is defined in the Company’s articles of
incorporation). In this event, Class B Shares will automatically carry such voting rights
todilute the voting power of the Class A shareholders with respect to Director
Resolutions to the extent necessary to reduce the percentage of votes exercisable by
U.S. residents in relation to the Director Resolutions to not more than 35%. Each Class A
Share and Class B Share participates equally in profits and losses. There have been no
changes to the legal form or nature of the Class A Shares nor to the reporting currency
of the Company’s consolidated financial statements (which will remain in U.S. dollars)
as a result of the Main Market quote being in Sterling as well as U.S. dollars. Additional
paid-in capital (“APIC”) is the excess amount paid by shareholders over the par value of
shares. The Company’s APIC is included on the Consolidated Balance Sheets.
The following table summarises the Company’s shares at 31 December 2024 and 2023.
31 December 2024 31 December 2023
Class A Shares outstanding 46, 237,719 46,502,606
Class B Shares outstanding 10,000 10,000
46, 247,719 46,512,606
Class A Shares held in treasury – number of shares 3,150,408 3,150,408
Class A Shares held in treasury – cost $9,248,460 $9,248,460
The Company currently has shareholder authority to repurchase shares in the market,
the aggregate value of which may be up to 14.99% of the Class A Shares in issue
(excluding Class A Shares held in treasury) at the time the authority is granted; such
authority will expire on the date which is 15 months from the date of passing of this
resolution or, if earlier, at the end of the Annual General Meeting (“AGM”) of the
Company held in June 2025. The maximum price which may be paid for a Class A Share
is an amount equal to the higher of (i) the price of the last independent trade and (ii)
the highest current independent bid, in each case, with respect to the Class A Shares
onthe relevant exchange (being the Main Market).
The Company entered into a share buyback agreement with Jeeries International
Limited (“Jeeries”) on 5 October 2022, subject to renewals.
For the year ended 31 December 2024, the Company purchased and cancelled a total of
264,887 shares of its Class A stock (0.57% of the issued and outstanding shares as of
31December 2023) pursuant to general authority granted by shareholders of the Company
and the share buyback agreement with Jeeries International Limited. Forthe year ended
31 December 2023, the Company purchased and cancelled a total of 258,424 shares of its
Class A stock (0.55% of the issued and outstanding shares as of 31 December 2022).
Note 10 – Management of the Group and other related
party transactions
Management and Guernsey administration
The Group is managed by the Investment Manager for a management fee calculated at the
end of each calendar quarter equal to 37.5 basis points (150 basis points per annum) of the
fair value of the private equity and opportunistic investments. For purposes of this
computation, the fair value is reduced by the fair value of any investment for which the
Investment Manager is separately compensated for investment management services. The
Investment Manager is not entitled to a management fee on: (i) the value of any fund
investments held by the Company in NB Funds in respect of which the Investment Manager
or an aliate receives a fee or other remuneration; or (ii) the value of any holdings in cash
and short-term investments (the definition of which shall be determined in good faith by
the Investment Manager, and shall include holdings in money market funds (whether
managed by the Investment Manager, an aliate of the Investment Manager or a
third-party manager)). For the years ended 31 December 2024 and 2023, the management
fee expenses were $18,931,980 and $20,512,023, respectively, and are included in
Investment management and services on the Consolidated Statement of Operations and
Changes in Net Assets. As of 31 December 2024 and 2023, Investment Management fees
payable to the Investment Manager and its aliates were $4,664,735 and $4,895,272,
respectively. If the Company terminates the Investment Management Agreement without
cause, the Company shall pay a termination fee equal to: seven years of management fees,
plus an amount equal to seven times the mean average incentive allocation of the three
performance periods immediately preceding the termination, plus all underwriting,
placement and other expenses borne by the Investment Manager or aliates in
connection with the Company’s Initial Public Oering. Certain of the Group’s investments
pay the Investment Manager for transaction services at the time of close. This income to the
Investment Manager is shared with the Group based on its ownership percentage through
a fee oset which is presented on the Consolidated Statement of Operations and Changes
in Net Assets.
Notes to consolidated financial statements
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Administration and professional fees include fees for Directors, independent
third-party accounting and administrative services, audit, tax, and assurance services,
trustee, legal, listing and other items. The Company has appointed a Guernsey
administrator to provide company secretarial and certain administrative functions
relating to Guernsey regulatory matters aecting the Group. These services were
provided by Ocorian Administration (Guernsey) Limited (“Ocorian”), an aliate of the
Trustee shares until 30 September 2024. Fees for these services are paid as invoiced by
Ocorian. The Group paid Ocorian $269,293 and $398,170 for the years ended
31December 2024 and 2023, respectively, for such services. Oak Fund Services
(Guernsey) Limited (“Oak Fund Services”) was appointed as Guernsey Administrator
and Company Secretary on 1 November 2024. The Group paid Oak Fund Services
$72,322 for the year ended 31 December 2024. The Group also paid MUFG Capital
Analytics LLC, an independent third-party fund administrator, $1,300,000 ($325,000
quarterly) for each of the years ended 31 December 2024 and 2023. These fees are
included in Administration and professional fees on the Consolidated Statements of
Operations and Changes in Net Assets.
Directors’ fees are paid in Sterling and they are based on each Director’s position on
the Company’s Board. Directors’ fees are subject to an annual increase equivalent to
the annual rise in the Guernsey retail price index, subject to a 1% per annum minimum,
and is limited to an aggregate of £450,000 per annum. For the year ended
31December 2024, Directors’ fees were as follows: Chairman £94,847 annually
(£23,712 quarterly), Chairman of the Audit Committee £70,847 annually (£17,712
quarterly), Senior Independent Director £65,347 annually (£16,337 quarterly),
Chairman of the NRC and MEC £65,347 annually (£16,337 quarterly), andNon-
Executive Directors £59,847 annually (£14,962 quarterly). For the year ended
31December 2024, an additional fee was assessed in the amount of £11,509 annually
and payable to two Directors (£5,754 each) for serving as directors of the Guernsey
Subsidiaries of the Company. As of 31 December 2024, the beneficial interests of the
Directors in the issued share capital of the Company was 145,695 Ordinary Shares.
For the years ended 31 December 2024 and 2023, the Group paid the independent
directors a total of $548,273 (of which $14,760 related to services provided to the
Guernsey Subsidiaries of the Company) and $444,001 (of which $13,863 related
toservices provided to the Guernsey Subsidiaries of the Company), respectively.
Related parties
In order to execute on its investing activities, the Investment Manager may create an
intermediary entity for tax, legal, or other purposes. These intermediary entities do not
charge management fees nor incentive allocations. Additionally, the Group may
co-invest with other entities with the same Investment Manager as the Group.
Special Limited Partner’s non-controlling interest
in subsidiary
An aliate of the Investment Manager is a Special Limited Partner in a consolidated
partnership subsidiary. At 31 December 2024 and 31 December 2023, the non-controlling
interest of $2,045,773 and $2,004,028, respectively, represented the Special Limited
Partner’s capital contribution to the partnership subsidiary and income allocation.
The following table reconciles the carrying amount of net assets, net assets
attributable to the controlling interest, and net assets attributable to the non-
controlling interest at 31 December 2024 and 2023.
Controlling Interest
Non-controlling
Interest Total
Net assets balance,
31 December 2022 $1,327,266,223 $1, 947,323 $1,329,213,546
Net increase (decrease) in net assets
resulting from operations 27,069,151 56,705 27,125, 856
Dividend payment (43,843,309) – (43,843,309)
Cost of stock repurchased and cancelled
(258,424 shares) (5,006,257) – (5,006,257)
Net assets balance,
31 December 2023
$1,305,485,808 $2,004,028 $1, 307,489,836
Net increase (decrease) in net assets
resulting from operations 16,827,830 41,745 16,869,575
Dividend payment (43,597,353) – (43,597,353)
Cost of stock repurchased and cancelled
(264,887 shares) (5,418,037) – (5,418,037)
Net assets balance,
31 December 2024 $1,273,298,248 $2,045,773 $1,275,344,021
Notes to consolidated financial statements
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Carried interest
The Special Limited Partner is entitled to a carried interest in an amount that is, in general, equal to 7.5% of the Group’s consolidated net increase in net assets resulting from
operations, adjusted by withdrawals, distributions and capital contributions, for a fiscal year in the event that the Group’s Internal Rate of Return for such period, based on the
NAV, exceeds 7.5%. For the purposes of this computation, the value of any private equity fund investment in NB Funds in respect of which the Investment Manager or an aliate
receives a fee or other remuneration shall be excluded from the calculation of the incentive allocation payable to the Special Limited Partner. If losses are incurred for a period,
nocarried interest will be earned for any period until the subsequent net profits exceed the cumulative net losses. Carried interest is also accrued and paid on any economic gain
that the Group realises on treasury stock transactions. Carried interest is accrued periodically and paid in the subsequent year. As of 31 December 2024 and 31 December 2023,
carried interest of NIL was accrued.
Private equity investments with NBG subsidiaries
The Group holds limited partner interests in private equity fund investments and direct investment programmes that are managed by subsidiaries of NBG (“NB-Aliated
Investments”). NB-Aliated Investments will not result in any duplicative NBG investment management fees and carry charged to the Group. Below is a summary of the Group’s
positions in NB-Aliated Investments.
NB-Aliated Investments (dollars in millions) Fair Value
1
Committed Funded Unfunded
2024
NB-Aliated Programmes
NB Alternatives Direct Co-investment Programmes $174.2 $275.0 $239.6 $35.4
NB Renaissance Programmes 27. 4 41.2 35.2 6.0
Marquee Brands 31.8 30.0 26.6 3.4
NB Credit Opportunities Programme 24.3 50.0 45.1 4.9
Total NB-Aliated Investments $257.7 $396.2 $346.5 $49.7
2023
NB-Aliated Programmes
NB Alternatives Direct Co-investment Programmes $189.7 $275.0 $238.6 $36.4
NB Renaissance Programmes 23.9 41.2 31.6 9.6
Marquee Brands 30.6 30.0 26.6 3.4
NB Credit Opportunities Programme 37.9 50.0 38.0 12.0
NB Specialty Finance Programme 7.7 50.0 35.0 15.0
Total NB-Aliated Investments $289.8 $446.2 $369.8 $76.4
1. Fair value does not include distributions. At 31 December 2024 and 31 December 2023, the total distributions from NB-Aliated Investments were $521.7 and $472.1, respectively.
Notes to consolidated financial statements
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Note 11 – Risks and contingencies
Market risk
The Group’s exposure to financial risks is both direct (through its holdings of assets and
liabilities directly subject to these risks) and indirect (through the impact of these risks
on the overall valuation of its private equity companies). The Group’s private equity
companies are generally not traded in an active market, but are indirectly exposed to
market price risk arising from uncertainties about future values of the investments held.
Each fund investment of the Group holds a portfolio of investments in underlying
companies. These portfolio company investments vary as to type of security held by the
underlying partnership (debt or equity, publicly traded or privately held), stage of
operations, industry, geographic location and geographic distribution of operations and
size, all of which may impact the susceptibility of their valuation to market price risk.
Market conditions for publicly traded and privately held investments in portfolio
companies held by the partnerships may aect their value in a manner similar to the
potential impact on direct co-investments made by the Group in privately held
securities. The fund investments of the Group may also hold financial instruments
(including debt and derivative instruments) in addition to their investments in
portfolio companies that are susceptible to market price risk and therefore may also
aect the value of the Group’s investment in the partnerships. As with any individual
investment, market prices may vary from composite index movements.
Additionally, the Group’s investments in non-USD denominated investments may result
in foreign exchange losses caused by devaluations and exchange rate fluctuations.
Credit risk
Credit risk is the risk of losses due to the failure of a counterparty to perform according
to the terms of a contract. The Group may invest in a range of debt securities directly or
in funds which do so. Until such investments are sold or are paid in full at maturity, the
Group is exposed to credit risk relating to whether the issuer will meet its obligations
when the securities come due.
The cash and other liquid securities held can subject the Group to a concentration of
credit risk. The Investment Manager attempts to mitigate the credit risk that exists with
cash deposits and other liquid securities by regularly monitoring the credit ratings of
such financial institutions and evaluating from time to time whether to hold some of the
Group’s cash and cash equivalents in U.S. Treasuries or other highly liquid securities.
The Group’s investments are subject to various risk factors including market and credit
risk, interest rate and foreign exchange risk, inflation risk, and the risks associated with
investing in private securities. Non-U.S. dollar denominated investments may result in
foreign exchange losses caused by devaluations and exchange rate fluctuations. In
addition, consequences of political, social, economic, diplomatic changes, or public
health condition may have disruptive eects on market prices or fair valuations of
foreign investments.
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its obligations as they fall
due. The Investment Manager mitigates this risk by monitoring the suciency of cash
balances and availability under the credit facility (see Note 4) to meet expected
liquidity requirements for investment funding and operating expenses.
Contingencies
In the normal course of business, the Group enters into contracts that contain a variety of
representations and warranties which provide general indemnifications. The Group’s
maximum exposure under these arrangements is unknown, as this would involve future
claims that may be made against the Group that have not yet occurred. The Investment
Manager expects the risk of loss to be remote and does not expect these to have a
material adverse eect on the consolidated financial statements of the Group.
Notes to consolidated financial statements
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Note 12 – Financial highlights
The following ratios with respect to the Class A Shares and Class B Shares have been
computed for the years ended 31 December 2024 and 2023:
Per share operating performance
(based on average shares outstanding during the year)
For the Year Ended
31 December 2024
For the Year Ended
31 December 2023
Beginning net asset value $28.07 $28.38
Net increase in net assets resulting from operations:
Net investment income (loss) (0.65) (0.67)
Net realised and unrealised gain (loss) 1.01 1.25
Dividend payment (0.94) (0.94)
Stock repurchased and cancelled 0.04 0.05
Ending net asset value $27.53 $28.07
Total return
(based on change in net asset value per share)
For the Year Ended
31 December 2024
For the Year Ended
31 December 2023
Total return before carried interest 1.43% 2.22%
Carried interest – –
Total return after carried interest 1.43% 2.22%
Net investment income (loss) and expense ratios
(based on weighted average net assets)
For the Year Ended
31 December 2024
For the Year Ended
31 December 2023
Net investment income (loss), excluding carried interest (2.33%) (2.36%)
Expense ratios:
Expenses before interest, fee oset, and carried interest 1.96% 2.36%
Interest expense 0.85% 0.48%
Fee oset (0.01%) –
Carried interest – –
Expense ratios total 2.80% 2.84%
Net investment income (loss) is interest income earned net of expenses, including
management fees and other expenses consistent with the presentation within the
Consolidated Statements of Operations and Changes in Net Assets. The net
investment income (loss) ratios do not include net realised and unrealised gain (loss).
Expenses do not include the expenses of the underlying private equity investment
partnerships. In the expense ratios, expenses are presented as a positive number
whereas the oset is negative to represent a reduction to expenses.
Individual shareholder returns may dier from the ratios presented based on diering
entry dates into the Group.
Note 13 – Subsequent events
On 28 February 2025, the Group paid a dividend of $0.47 per Ordinary Share to
shareholders of record on 24 January 2025.
In 2025, the Company purchased and cancelled a total of 624,546 shares of its Class A
stock, for a total purchase price of $12,266,289.
The Investment Manager and the Board of Directors have evaluated events through
25April 2025, the date the financial statements are available to be issued and have
determined there were no other subsequent events that require adjustment to,
or disclosure in, the financial statements.
Notes to consolidated financial statements
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AIFMD disclosures
NB Private Equity Partners
(the “Fund”) AIFMD Disclosure
Addendum to the 2024
Annual Report
1. Changes to Article 23(1) AIFMD Disclosures
Directive 2011/61/EU on Alternative Investment Fund Managers (“AIFMD”) requires certain
information to be made available to investors in alternative investment funds (“AIFs”) before
they invest and requires that material changes to this information be disclosed in the annual
report of each AIF.
There have been no material changes (other than those reflected in the financial statements)
tothis information requiring disclosure.
2. Leverage
For the purpose of this disclosure, leverage is any method by which an AIF’s exposure is
increased, whether through borrowing of cash or securities, or leverage embedded in foreign
exchange forward contracts or by any other means.
The AIFMD requires that each leverage ratio be expressed as the ratio between an AIF’s exposure
and its net asset value (“NAV”), and prescribes two required methodologies, the gross
methodology and the commitment methodology, for calculating such exposure. Using the
methodologies prescribed under the AIFMD, the leverage of the Fund as at 30 September 2024
isdisclosed below:
Leverage calculated pursuant to the gross methodology: 102.71%
Leverage calculated pursuant to the commitment methodology: 107.09%
3. Liquidity and risk management systems
The portfolio managers and risk management professionals of NB Alternative Advisers LLC
(the“AIFM”) regularly review the investment performance and the portfolio composition of the Fund
in the light of the Fund’s investment objective, policy and strategy; the principal risks and investment
or economic uncertainties that have been identified as relevant to the Fund; internal risk measures
and the interests and profile of investors.
The AIFM assesses the Fund’s current and prospective need for liquidity on an on-going basis and
ensures that liquidity is available when required. The risk profile of the Fund as assessed as at
30September 2024 was as follows:
3.1 Market risk profile
The market risk indicators contained in the Annex IV regulatory reporting template were not
applicable to the Fund.
3.2 Counterparty risk profile
As at 30 September 2024, the top two counterparties to which the Fund had the greatest
mark-to-market net counterparty credit exposure, measured as a % of the NAV of the Fund
arelisted in the table below:
Ranking Name of Counterparty NAV percentage of the total exposure
value of the counterparty
First counterparty exposure U.S. Bank. 4.656
Second counterparty exposure Bank of America Merrill Lynch 0.034
Third counterparty exposure N/A
Fourth counterparty exposure N/A
Fifth counterparty exposure N/A
As at 30 September 2024, the counterparty that had the greatest mark-to-market net
counterparty credit exposure to the Fund, measured as a % of the NAV of the Fund was
Massachusetts Mutual Life Insurance Company. This credit exposure amounted to 7.04%
of the Fund’s NAV.
3.3 Liquidity profile
3.3.1 Portfolio liquidity profile
100 per cent of the portfolio in incapable of being liquidated within 365 days, i.e. it would take
more than 365 days to liquidate any or all of the portfolio.
As at 30 September 2024, the Fund had USD 59,943,290 unencumbered cash available to it.
3.3.2 Investor liquidity profile
100 percent of investor equity is incapable of being redeemed within 365 days. Investors do not
have any withdrawal or redemption rights in the ordinary course. However, shares are freely
traded on the London Stock Exchange
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AIFMD disclosures
3.3.3 Investor redemption
Investors do not have any withdrawal or redemption rights in the ordinary course.
4. Principal risks and investment or economic uncertainties
Please refer to Note 11 (“Risks and Contingencies”) of the financial statements of the Fund
andthe “Principal risks and uncertainties” section of the Annual Report for the relevant period.
5. Report on remuneration
The Neuberger Berman Compensation Committee is responsible for the compensation practices
within the Neuberger Berman group, and Neuberger Berman also operates a structure throughout
the group to ensure appropriate involvement and oversight of the compensation process, so that
compensation within the group rewards success whilst reflecting appropriate behaviours.
Neuberger Berman recognises the need to ensure that compensation arrangements do not give rise
to conflicts of interest, and this is achieved through the compensation policies as well as through the
operation of specific policies governing conflicts of interests.
Neuberger Berman’s compensation philosophy is one that focuses on rewarding performance and
incentivizing employees. Employees at Neuberger Berman may receive compensation in the form of
base salary, discretionary bonuses and/or production compensation. Investment professionals
receive a fixed salary and are eligible for an annual bonus. The annual bonus for an individual
investment professional is paid from a “bonus pool” made available to the portfolio management
team with which the investment professional is associated. Once the final size of the available bonus
pool is determined, individual bonuses are determined based on a number of factors including the
aggregate investment performance of all strategies managed by the individual (including the
three-year track record in order to emphasize long-term performance), eective risk management,
leadership and team building, and overall contribution to the success of Neuberger Berman.
Neuberger Berman considers a variety of factors in determining fixed and variable compensation for
employees, including firm performance, individual performance, overall contribution to the team,
collaboration with colleagues across the firm, eective partnering with clients to achieve goals, risk
management and the overall investment performance. Neuberger Berman strives to create a
compensation process that is fair, transparent, and competitive with the market.
A portion of bonuses may be awarded in the form of contingent or deferred cash compensation,
including under the “Contingent Compensation Plan”, which serves as a means to further align the
interests of employees with the interest of clients, as well as rewarding continued employment.
Under the Contingent Compensation Plan a percentage of a participant’s compensation is awarded
in deferred contingent form. Contingent amounts take the form of a notional investment based on a
portfolio of Neuberger Berman investment strategies and/or a contingent equity award, and
Neuberger Berman believes that this gives each participant further incentive to operate as a prudent
risk manager and to collaborate with colleagues to maximise performance across all business areas.
The programs specify vesting and forfeiture terms, including that vesting is normally dependent on
continued employment and contingent amounts can be forfeited in cases including misconduct or
the participants participating in detrimental activity.
The proportion of the total remuneration of the sta of the AIFM attributable to the Fund, calculated
with reference to the proportion of the value of the assets of the Fund managed by the AIFM to the
value of all assets managed by the AIFM, was USD 2,117,327 representing USD 549,325 of fixed
compensation and USD 1,568,002 of variable compensation. There were 438 sta of the AIFM who
shared in the remuneration paid by the AIFM.
Compensation by the AIFM to senior management and sta whose actions had a material impact on
the risk profile on the Fund in respect of 2024 was USD 151,573,429 in relation to senior management
and USD 1,011,331 in respect of ‘risk takers’. The compensation figure for senior management has not
been apportioned, while the compensation figure for risk takers has been apportioned by reference
to the number of AIFs whose risk profile was materially impacted by each individual sta member.
As of 31 December 2024, and 31 December 2023, carried interest of nil was accrued, respectively.
6. European Taxonomy Regulation
Regulation (EU) 2020/852 (the “Taxonomy Regulation”) requires fund managers such as the
AIFM to disclose the extent of their alignment to the Taxonomy Regulation in the annual report
for each fund they manage. As the Fund is not classified as an Article 8 or Article 9 fund under
Regulation (EU) 2019/2088 (“SFDR”), the following statement must be disclosed in the annual
report for the Fund:
The investments underlying this financial product do not take into account the EU criteria
forenvironmentally sustainable economic activities.
April 2025
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* Undisclosed due to confidentiality provision
Schedule of investments
Company/Investment Name Principal Geography Investment Date Description
Fair Value
$ M
Action Europe Jan-20 European discount retailer 74.4
Osaic U.S. Jul-19 Independent broker dealer 71.5
Solenis Global Sep-21 Specialty chemicals and services provider 60.5
BeyondTrust U.S. Jun-18 Cyber security and secure access solutions 50.1
Monroe Engineering U.S. Dec-21 Industrial products distributor 42.6
Business Services Company* U.S. Oct-17 Business services company 40.1
Branded Cities Network U.S. Nov-17 North American advertising media company 39.0
GFL (NYSE: GFL) U.S/Canada Jul-18 Waste management services 34.9
Mariner U.S. Nov-24 Provider of various wealth management and advisory services to individuals and businesses throughout the U.S. 33.7
FDH Aero U.S. May-24 Leading distributor of c-class parts (e.g. fasteners, wire connectors) to the aerospace and defence industry 32.9
True Potential Europe Jan-22 Wealth management technology platform serving advisers and retail clients 32.1
Marquee Brands Global Dec-14 Portfolio of consumer branded IP assets, licensed to third parties 31.8
Staples U.S. Sep-17 Provider of oce supplies through a business-to-business platform and retail 29.7
Auctane U.S. Oct-21 E-commerce shipping software provider 28.7
Fortna U.S./Europe Apr-17 Systems and solutions utilised in distribution centres 28.7
Viant U.S. Jun-18 Outsourced medical device manufacturer 27.1
Stubhub U.S. Feb-20 Ticket exchange and resale company 26.4
Benecon U.S. Jan-24 Develops and administers self-funded employee health benefits programmes 25.5
Agiliti U.S. Jan-19 Medical equipment management and services 25.3
Solace Systems U.S./Canada Apr-16 Enterprise messaging solutions 24.5
NB Alternatives Credit Opportunities Program Global Sep-16 Diversified credit portfolio 24.3
Engineering Europe Jul-20 Italy-based provider of systems integration, consulting and outsourcing services 24.0
Addison Group U.S. Dec-21 Professional services provider specialising in stang and consulting services 23.8
Kroll Global Mar-20 Multinational financial consultancy firm 23.7
USI U.S. Jun-17 Insurance brokerage and consulting services 22.2
CH Guenther U.S. Dec-21 Supplier of mixes, snacks and meals and other value-added food products for consumers 22.0
Qpark Europe Oc t-17 European parking services operator 21.9
Excelitas U.S. Oct-22 Sensing, optics and illumination technology 21.9
Exact Netherlands Aug-19 Accounting and ERP software for small to medium-sized businesses 21.3
AutoStore (OB.AUTO) Europe Jul-19 Leading provider of automation technology 20.4
Bylight U.S. Aug-17 Provider of IT and technology infrastructure cyber solutions 19.9
Real Page U.S. Apr-21 Provides software solutions to the rental housing industry 18.5
Schedule of investments (unaudited)
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Schedule of investments
Company/Investment Name Principal Geography Investment Date Description
Fair Value
$ M
Renaissance Learning U.S. Jun-18 K-12 educational software and learning solutions 17. 2
Tendam Spain Oct-17 Spanish apparel retailer 16.6
Petsmart/Chewy (NYSE: CHWY) U.S. Jun-15 Online and oine pet supplies retailer 15.8
Chemical Guys U.S. Sep-21 Direct to consumer automotive products brand 14.8
Constellation Automotive UK Nov-19 Provider of vehicle remarketing services 13.2
Zeus U.S. Feb-24 Provider of medical equipment components 13.1
Peraton U.S. May-21 Provider of enterprise IT services serving the U.S. government 12.5
Wind River Environmental U.S. Apr-17 Waste management services provider 11. 4
Milani U.S. Jun-18 Cosmetics and beauty products 10.4
Healthcare Company – In-home Devices U.S. Jun-18 Provider of pump medications and in-home intravenous infusion 8.8
Xplor Technologies U.S. Jun-18 Credit card payment processing 8.7
Hub Global Mar-19 Leading global insurance brokerage 8.4
CrownRock Minerals U.S. Aug-18 Minerals acquisition platform 8.2
ZPG UK Jul-18 Digital property data and software company 6.8
ProAmpac U.S. Dec-20 Leading global supplier of flexible packaging 6.6
Saguaro North America Jul-13 E&P company pursuing unconventional light oil/liquids-rich gas properties 5.9
SICIT Europe Jan-22 Producer of high value-added products such as biostimulants for agriculture 5.7
OnPoint U.S. Mar-17 Provider of repair, maintenance and fleet management services 5.2
Leaseplan Europe Apr-16 Fleet management services 5.1
Verifone Global Aug-18 Electronic payment technology 5.0
Centro U.S. Jun-15 Provider of digital advertising management solutions 4.9
Edelman U.S. Aug-18 Independent financial planning firm 4.8
Husky Injection Molding U.S. Sep-18 Designs and manufactures injection moulding equipment 4.7
Plaskolite U.S. Dec-18 Largest manufacturer of thermoplastic sheets in North America 4.3
Destination Restaurants U.S. Nov-19 U.S. restaurant chain 4.1
Brightview (NYSE: BV) U.S. Dec-13 Commercial landscape and turf maintenance 4.0
Holley (NYSE: HLLY) U.S. Oct-18 Automotive performance company 4.0
Healthcare Services Company NA Feb-18 Healthcare services company 3.9
Nextlevel U.S. Aug-18 Fleet management services 3.9
Rino Mastrotto Group Europe Apr-20 Leading producer of premium leather 3.9
Unity Technologies (NYSE:U) U.S. Jun-21 Business platform for app developers 3.7
Italian Mid-Market Buyout Portfolio Europe Jun-18 Italian mid-market buyout portfolio 3.5
Inetum Europe Jul-22 IT services and solutions provider headquartered in France 2.3
Lasko Products U.S. Nov-16 Manufacturer of portable fans and ceramic heaters 2.3
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* Undisclosed due to confidentiality provision
Schedule of investments
Company/Investment Name Principal Geography Investment Date Description
Fair Value
$ M
Undisclosed Financial Services Company* North America May-21 Undisclosed fintech company 2.1
Neopharmed Europe Jun-23 Specialty pharmaceuticals company 2.0
Arbo Europe Jun-22 Italian distributor of heating, sanitary, plumbing, and air-conditioning system spare parts 1.9
Catalyst Fund III North America Mar-11 Legacy fund investment targeting North American companies 1.9
Bending Spoons Europe Jun-23 Mobile application developer and publisher 1.8
BK China U.S. Nov-18 Franchise of over 800 Burger King locations in mainland China 1.8
Inflection Energy U.S. Oct-14 Dry gas exploration company in the Marcellus Shale 1.8
U-Power Europe Jun-23 Leading European provider of safety shoes and work wear 1.7
Hydro Europe Apr-20 Largest European manufacturer of hydraulic components 1.5
Syniverse Technologies U.S. F eb -11 Global telecommunications technology solutions 1.5
Vitru (NASDAQ: VTRU) Brazil Jun-18 Post secondary education company 1.4
Into University Partnerships UK Apr-13 Collegiate recruitment, placement and education 1.3
Kyobo Life Insurance Co. S. Korea Dec-07 Life insurance in Korea 1.0
Corona Industrials South America Jun-14 Building materials company 0.9
DBAG Expansion Capital Fund Europe Jan-12 Legacy fund investment targeting investments in Germany 0.8
NG Capital Partners I, L.P. Peru May-11 Legacy fund investment targeting investments in Peru 0.6
Taylor Precision Products U.S. Jul-12 Consumer and food service measurement products 0.6
Innovacare U.S. Apr-20 Operates leading Medicare Advantage plan and Medicaid plan 0.5
Bertram Growth Capital II U.S. Sep-10 Legacy fund investment targeting lower middle-market companies 0.0
Other Direct Equity Investments (4.8)
Other Debt Investments –
Other Fund Investments 0.5
Total Portfolio 1,298
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Appendix
Valuation methodology
Equity
It is expected that most of the investments in which the Fund 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,
invaluing 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 practical expedient is applicable to an
investment, the Manager will value the Fund’s investment based primarily on the value reported
to the Fund 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 Fund 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 categorised 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 Manager has responsibility for the valuation
process and the preparation of the fair value of investments reported in the financial statements.
The Manager performs initial and ongoing investment monitoring and valuation assessments.
Indetermining the fair value of investments, the 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 assesses the impact of macro-market factors on
the performance of the investments.
Debt
Debt investments made on a primary basis are generally carried at cost plus accrued interest,
ifany. 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
aswell 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.
Indetermining the enterprise value, the Manager will further consider thecompanies’
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 oer 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 cashflow 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.
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Appendix
Forward-looking statements
This report contains certain forward-looking statements. Forward-looking statements speak
only as of the date of the document in which they are made and relate to expectations, beliefs,
projections (including anticipated economic performance and financial condition), future plans
and strategies, anticipated events or trends and similar expressions concerning matters that are
not historical facts, and are subject to risks and uncertainties including, but not limited to,
statements as to:
– future operating results
– business prospects and the prospects of the Company’s investments
– the impact of investments the Company expects to make
– the dependence of future success on the general economy and its impact on the industries
inwhich the Company invests
– the ability of the investments to achieve their objectives
– dierences between the investment objective and the investment objectives of the private
equity funds in which the Company invests
– the rate at which capital is deployed in private equity investments, co-investments
and opportunistic investments
– expected financings and investments
– the continuation of the Investment Company as the service provider and the continued
aliation with the Investment Company of its key investment professionals
– the adequacy of the Company’s cash resources and working capital
– the timing of cash flows, if any, from the operations of the underlying private equity
funds and the underlying portfolio companies.
In some cases, forward-looking statements may be identified by terms such as “anticipate,”
“believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,“ “potential,” “should,” “will,”
and“would,” or the negative of those terms or other comparable terminology.
The forward-looking statements are based on the beliefs, assumptions and expectations of the
future performance, taking into account all information currently available to the Company.
Thesebeliefs, assumptions and expectations are subject to risks and uncertainties and can
change as a result of many possible events or factors, not all of which are known to the Company
or are within the Company’s control. If a change occurs, the business, financial condition,
liquidity and results of operations may vary materially from those expressed in the forward-
looking statements. Factors and events that could cause the business, financial condition,
liquidity and results of operations to vary materially include, among other things, general
economic conditions, securities market conditions, private equity market conditions, the level
and volatility of interest rates and equity prices, competitive conditions, liquidity of global
markets, international and regional political conditions, macroeconomic factors (including but
not limited to war, civil unrest, natural disasters, pandemics, or epidemics) regulatory and
legislative developments, monetary and fiscal policy, investor sentiment, availability and cost of
capital, technological changes and events, outcome of legal proceedings, changes in currency
values, inflation, credit ratings and the size, volume and timing of transactions, as well as other
risks described elsewhere in this report and the prospectus relating to the Company’s IPO and
the Company’s prospectus relating to the ZDP Shares.
The foregoing is not a comprehensive list of the risks and uncertainties to which the Company is
subject. Except as required by applicable law, the Company undertakes no obligation to update
or revise any forward-looking statements to reflect any change in theCompany’s expectations,
or any changes in events, conditions or circumstances on which the forward-looking statement
is based. In light of these risks, uncertainties and assumptions, the events described by the
Company’s forward-looking statements might not occur. The Company qualifies any and all of
the forward-looking statements by these cautionary factors.
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Alternative performance calculations
One-year NAV Total Return Calculation
NAV per share
(USD) Dividend (USD)
Dividend
Compounding
Factor
NAV per Ordinary Share at year end
as per Statement of Financial Position in
December 2023 (A) $28.07 –
Semi-annual dividend per Ordinary Share declared in
respect of year $27.60 $0.47 1.0170
Semi-annual dividend per Ordinary Share declared in
respect of year $26.92 $0.47 1.0175
NAV per Ordinary Share at end of year as per Statement of
Financial Position in December 2024 (B)
$27.53 –
NAV Total Return per Ordinary Share (B/A)*C – 1 1.5%
Product of
dividend
compounding (C) 1.0348
Three-year NAV Total Return Calculation
NAV per share
(USD) Dividend (USD)
Dividend
Compounding
Factor
NAV per Ordinary Share at year end
as per Statement of Financial Position in
December 2021 (A) $31.65 –
2022 Semi-annual dividend $31.18 $0.47 1.0151
2022 Semi-annual dividend $28.20 $0.47 1.0167
2023 Semi-annual dividend $27.91 $0.47 1.0168
2023 Semi-annual dividend $27.96 $0.47 1.0168
2024 Semi-annual dividend $27.60 $0.47 1.0170
2024 Semi-annual dividend $26.92 $0.47 1.0175
NAV per Ordinary Share at end of year as per Statement of
Financial Position in December 2024 (B) $27.53 –
NAV Total Return per Ordinary Share (B/A)*C – 1 (4.0%)
Product of
dividend
compounding (C) 1.1041
Five-year NAV Total Return Calculation
NAV per share
(USD) Dividend (USD)
Dividend
Compounding
Factor
NAV per Ordinary Share as per Statement of
Financial Position in December 2019 (A) $19.11 –
2020 Semi-annual dividend $18.82 $0.29 1.0154
2020 Semi-annual dividend $17.99 $0.29 1.0161
2021 Semi-annual dividend $22.18 $0.31 1.0140
2021 Semi-annual dividend $28.24 $0.41 1.0145
2022 Semi-annual dividend $31.18 $0.47 1.0151
2022 Semi-annual dividend $28.20 $0.47 1.0167
2023 Semi-annual dividend $27.91 $0.47 1.0168
2023 Semi-annual dividend $27.96 $0.47 1.0168
2024 Semi-annual dividend $27.60 $0.47 1.0170
2024 Semi-annual dividend $26.92 $0.47 1.0175
NAV per Ordinary Share at end of year as per
Statement of Financial Position in December
2024 (B) $27.53 –
NAV Total Return per Ordinary Share
(B/A)*C – 1 68.8%
Product of
Dividend
Compounding (C) 1.1719
Appendix
Alternative Performance Measures (“APMs”) is a term defined by the European Securities and Markets Authority as “financial measures of historical or future performance, financial position, or cash flows,
other than a financial measure defined or specified in the applicable financial reporting framework”.
APMs are used in this report if considered by the Board and the Manager to be the most relevant basis for shareholders in assessing the overall performance of the Company and for comparing the
performance of the Company to its peers, taking into account industry practice.
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Appendix
One-year Share Price Total Return Calculation
Share price
(GBP) Dividend (GBP)
Dividend
Compounding
Factor
Share price as per the London Stock Exchange on
31 December 2023 (A) £16.70 –
2024 Semi-annual dividend £15.80 £0.37 1.0234
2024 Semi-annual dividend £16.68 £0.36 1.0217
Share price as per the London Stock Exchange
on 31 December 2024 (B) £15.80 –
Share Price Total Return per Ordinary Share (B/A)*C – 1 (1.1%)
Product of
Dividend
Compounding (C) 1.0456
Three-year Share Price Total Return Calculation
Share price
(GBP) Dividend (GBP)
Dividend
Compounding
Factor
Share price at year end as per the London Stock Exchange
on 31 December 2021 (A) £18.50 –
2022 Semi-annual dividend £17.75 £0.34 1.0194
2022 Semi-annual dividend £15.75 £0.39 1.0246
2023 Semi-annual dividend £15.90 £0.38 1.0239
2023 Semi-annual dividend £15.58 £0.37 1.0235
2024 Semi-annual dividend £15.80 £0.37 1.0234
2024 Semi-annual dividend £16.68 £0.36 1.0217
Share price as per the London Stock Exchange
on 31 December 2024 (B) £15.80 –
Share Price Total Return per Ordinary Share (B/A)*C – 1 (2.3%)
Product of
dividend
compounding (C) 1.1445
Five-year Share Price Total Return Calculation
Share price
(GBP) Dividend (GBP)
Dividend
Compounding
Factor
Share price as per the London Stock Exchange on
31 December 2019 (A) £12.09 – –
2020 Semi-annual dividend £11.95 £0.22 1.0185
2020 Semi-annual dividend £9.30 £0.23 1.0245
2021 Semi-annual dividend £11.85 £0.23 1.0191
2021 Semi-annual dividend £15.30 £0.30 1.0195
2022 Semi-annual dividend £17.75 £0.34 1.0194
2022 Semi-annual dividend £15.75 £0.39 1.0246
2023 Semi-annual dividend £15.90 £0.38 1.0239
2023 Semi-annual dividend £15.58 £0.37 1.0235
2024 Semi-annual dividend £15.80 £0.37 1.0234
2024 Semi-annual dividend £16.68 £0.36 1.0217
Share price as per the London Stock Exchange
on 31 December 2024 (B) £15.80 –
Share Price Total Return per Ordinary Share (B/A)*C – 1 62.1%
Product of
Dividend
Compounding (C) 1.2407
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Total 2024 Realisation Calculation $ in millions
Proceeds from sale of private equity investments (A) $102.7
Distributions from private equity investments (B) $75.6
Interest and dividend income (C) $0.4
2024 portfolio realisations (A+B+C) $178.7
Multiple of Capital Calculation
Exit proceeds from full exits over the last five years (A) $347.6
Invested capital into full exits over the last five years (B) $153.1
Multiple on invested capital (A/B) 2.3x
Realisation Uplift Calculation
Aggregate realisation value at sale/IPO over the last five years (A) $792.1
Three-quarters prior aggregate valuation over the last five years (B) $588.7
Average uplift (A/B) –1 34.6%
Adjusted Commitment Coverage
Cash + liquid investments + undrawn committed credit facility (A) $282.8
Adjusted unfunded private equity exposure (B) $32.2
Adjusted commitment coverage ratio (A/B) 878%
Share Price Yield
Annualised 2024 Dividend (GBP equivalent) (A) £0.75
Share price on 31 December 2024 (B) £15.80
Share Price Yield (A/B) – 1 4.8%
Realisation Uplift Full/Partial Sales (Including Pending Sales)
Aggregate realisation value at sale/IPO (A) $64.8
Three-quarters prior aggregate valuation (B) $61.2
Average uplift (A/B) – 1 5.9%
Multiple of Capital Calculation Full/Partial Sales (Including Pending Sales)
Aggregate realisation value at sale/IPO (A) $64.8
Invested capital into 2024 direct equity investment exits (B) $36.0
Multiple on invested capital (A/B) 1.8x
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Glossary
Glossary (unaudited)
Buyout is the purchase of a controlling interest in a company.
Compound Annual Growth Rate (“CAGR”) represents the annual growth rate of
an investment over a specified period of time longer than one year.
Carried interest is equivalent to a performance fee. This represents a share of the
profits that will accrue to the underlying private equity managers, after achievement
of an agreed preferred return.
Co-investment is a direct investment in a company alongside a private equity fund.
Debt Multiple Ratio of net debt to EBITDA.
Direct equity investments are investments in a single underlying company.
Discount arises when a company’s shares trade at a discount to NAV. In this circumstance, the price
that an investor pays or receives for a share would be less than the value attributable to it by
reference to the underlying assets. The discount is the dierence between the share price and
the NAV, expressed as a percentage of the NAV. For example, if the NAV was l00p and the share
price was 90p, the discount would be 10%.
Dry powder is capital raised and available to invest but not yet deployed.
EBITDA stands for earnings before interest, tax, depreciation and amortisation, which is awidely
used performance measure in the private equity industry.
Enterprise value is the aggregate value of a company’s entire issued share capital and netdebt.
Exit is the realisation of an investment usually through trade sale, sale by public oering
(including IPO), or sale to a financial buyer.
FTSE AII-Share Index Total Return is the change in the level of the FTSE AII-Share Index,
assuming that dividends are re-invested on the ex-dividend date.
Full realisations are exit events (e.g. trade sale, sale by public oering, or sale to a financial
buyer) following which the residual exposure to an underlying company is zero or immaterial.
Fund-of-funds is a private equity fund that invests in a portfolio of several private equity funds
to achieve, compared with a direct investment fund, a broader diversification of risk, including
individual private equity manager risk.
General Partner (“GP”) is the entity managing a private equity fund that has been established
as a limited partnership. This is commonly referred to as the Manager.
Initial Public Oering (“IPO”) is an oering by a company of its share capital to the public with a
view to seeking an admission of its shares to a recognised stock exchange.
Internal Rate of Return (“IRR”) is a measure of the rate of return received by an investor
in a fund. It is calculated from cash drawn from and returned to the investor together with the
residual value of the investment.
Last Twelve Months (“LTM”) refers to the timeframe of the immediately preceding 12months
in reference to a financial metric used to evaluate the Company’s performance.
Limited Partner (“LP”) is an institution or individual which commits capital to a private equity
fund established as a limited partnership. These investors are generally protected from legal
actions and any losses beyond the original investment.
Market capitalisation Share price multiplied by the number of shares outstanding.
Multiple of cost or invested capital (“MOIC” or cost multiple) A common measure of private
equity performance, MOIC is calculated by dividing the fund’s cumulative distributions and
residual value by the paid-in capital.
Net asset value (“NAV”) Amount by which the value of assets of a fund exceeds liabilities,
reflecting the value of an investor’s attributable holding.
Net asset value per share (“NAV per share”) is the value of the Company’s net assets
attributable to one Ordinary Share. It is calculated by dividing ‘shareholders’ funds’ by the total
number of Ordinary Shares in issue. Shareholders’ funds are calculated by deducting current and
long-term liabilities, and any provision for liabilities and charges, from the Company’s total
assets.
Net asset value per share Total Return is the change in the Company’s net asset value per
share, assuming that dividends are re-invested on the ex-dividend date.
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Net debt is calculated as the total short-term and long-term debt in a business, less cash
andcash equivalents.
Net debt to EBITDA is the ratio of a company’s net debt to its LTM EBITDA.
Premium occurs when the share price is higher than the NAV and investors would therefore be
paying more than the value attributable to the shares by reference to the underlying assets.
Public to private (“P2P”) or take private, is the purchase of all of a listed company’s shares and
the subsequent delisting of the company, funded with a mixture of debt and unquoted equity.
Quoted company is any company whose shares are listed or traded on a recognised
stockexchange.
Realisation proceeds are amounts received by the Company from the sale of
a portfoliocompany, which may be in the form of capital proceeds or income such
as interestor dividends.
Realisations – multiple to cost is the average return from full and partial exits in theperiod.
Realisations – uplift to carrying value is the aggregate uplift on full and partial exits.
Share Price Total Return is the change in the Company’s share price, assuming that dividends
are re-invested on the day that they are paid.
Total Return is a performance measure that assumes the notional re-investment of dividends.
This is a measure commonly used by the listed private equity sector and listed companies in
general.
Undrawn commitments are commitments to funds that have not yet been drawn down.
Valuation multiples are earnings or revenue multiples applied in valuing a business enterprise.
Vintage is the year in which a private equity fund makes its first investment.
Glossary
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Directors, Advisers and contact information
Directors, Advisers and
contact information
Board of Directors
William Maltby (Chairman)
Trudi Clark
Pawan Dhir
John Martyn Falla
Louisa Symington-Mills
Wilken von Hodenberg
Registered Oce
NB Private Equity Partners Limited
Oak House, Hirzel Street
St. Peter Port, Guernsey GY1 2NP
Channel Islands
Tel: +44 (0)1481 742 742
Fax: +44 (0)1481 728 452
U.S. Administrator
MUFG Capital Analytics LLC
325 North St. Paul Street, Suite 4700
Dallas, TX 75201
United States of America
Independent Auditors
KPMG Channel Islands Limited
Glategny Court
Glategny Esplanade
St. Peter Port, Guernsey GY1 1WR
Tel: +44 (0) 1481 721 000
Fax: +44 (0) 1481 722 373
Depositary Bank
The Bank of New York
101 Barclay Street, 22nd Floor
New York, NY 10286
United States of America
Tel: +1 212 815 2715
Fax: +1 212 571 3050
Paying Agent
Jeeries International Limited
68 Upper Thames Street
London EC4V 3BJ
United Kingdom
Tel: +44 (0) 20 7029 8766
Investment Manager
NB Alternatives Advisers LLC
325 North St. Paul Street, Suite 4900
Dallas, TX 75201
United States of America
Tel: +1 214 647 9593
Fax: +1 214 647 9501
Email: IR_NBPE@nb.com
Guernsey Administrator
Oak Fund Services (Guernsey) Limited
Oak House, Hirzel Street
St. Peter Port, Guernsey GY1 2NP
Channel Islands
Tel: +44 (0)1481 722 584
Joint Corporate Brokers
Jeeries International Limited
100 Bishopsgate
London EC2N 4JL
United Kingdom
Tel: +44 (0) 20 7029 8766
Stifel Nicolaus Europe Limited
150 Cheapside
London, EC2V 6ET
United Kingdom
Tel: +44 (0) 207 710 7600
Registrar
MUFG Corporate Markets (Guernsey) Limited
Mont Crevelt House, Bulwer Avenue
St. Sampson, Guernsey GY2 4LH
Channel Islands
Tel: +44 (0) 371 664 0391
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Useful information
Useful information
Financial calendar
Approximate timing
Monthly NAV update
Generally 10-15 days after month-end
Annual financial report
April
Interim Report
September
Key Information Document Update
Annually, following release of the annual
financial report.
All announcements can be viewed on the
Company’s website –
www.nbprivateequitypartners.com.
Payment of dividends
Dividends are declared in U.S. dollars and paid
in pounds Sterling, but the Company also
oers both a Currency Election for U.S.
shareholders and a dividend re-investment
plan for shareholders who wish to re-invest
their dividends to grow their shareholding.
The foreign exchange rate at which dividends
declared will be converted into pounds
Sterling will be at the spot rate priorto the
payment of the dividend.
Dividend information
The dividend documents on the Company’s
website provide information to shareholders
regarding NBPE’s Dividend Re-investment Plan
and USD Dividend Election as well as election
forms for each of the options. Investors should
read the dividend documentation carefully prior
to choosing an election. Ifanelection is
notmade, investors will receive cash dividends in
Sterling. Shareholders are advised to consult
with a tax adviser concerning potential tax
consequences of an election.
Anyone acting for the account or benefit of a
U.S. person who elects to receive additional
shares through the dividend re-investment
plan would need to sign a QualifiedPurchaser
certification, which is available on
the website. The completed forms should be
returned to NBPE’s Investor Relations
department by email at
IR_NBPE@nb.com or by the Investment
Manager’s mailingaddress (see page 109 for
contact information).
Register to receive news alerts
Please register for news alerts on the
Company’s website –
https://www.nbprivateequitypartners.com/
en/investors/news-and-alerts.
Events timing
Annual General Meeting
June
Capital Markets Day
November
Dividends
Semi-annual
For further information on the Dividend
Re-investment Plan and Currency Election,
please contact the Company’s registrar, MUFG
Corporate Markets, at
shareholderenquiries@cm.mpms.mufg.com
Please see MUFG Corporate Market’s mailing
address below.
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Registrar services
Communications with shareholders are mailed
to the address held on the share register.
Any notifications and enquiries relating to
registered shareholdings, including achange of
address or other amendment, should be
directed to MUFG Corporate Markets.
Address:
MUFG Corporate Markets
Central Square, 29 Wellington Street,
Leeds, LS1 4DL United Kingdom
https://www.mpms.mufg.com/en/mufg-
corporate-markets/
Email: shareholderenquiries@cm.mpms.
mufg.com
By phone:
UK: 0371 664 0391
From overseas: +44 (0) 371 664 0391.
Callsoutside the United Kingdom will be
charged at the applicable international rate.
MUFG Corporate Markets are open between
9.00am and 5.30pm, Monday to Friday,
excluding public holidays in England
andWales.
AIC
The Company is a member of the Association
of Investment Companies
(https://www.theaic.co.uk/).
E-communications for
shareholders
NBPE would like to encourage shareholders
to receive shareholder documents electronically,
via our website or email notification instead of
hard copy format. This is a faster and more
environmentally friendly way of receiving
shareholder documents.
The online Share Portal from our registrar,
MUFG Corporate Markets, provides allthe
information required regarding your shares.
Through the Share Portal, shareholders can
access details of their holdings in NBPEonline.
You can also make changes to address details
and dividend payment preferences online.
Shareholders who wish to receive future
communications via electronic means can
register this preference through the Share
Portal (https://www.signalshares.com/).
ISIN/SEDOL numbers
The ISIN, SEDOL numbers and ticker for the
Company’s Ordinary Shares are as follows:
£ share class $ share class
Ticker: NBPE NBPU
ISIN GG00B1ZBD492 GG00B1ZBD492
SEDOL B28ZZX8 BD9PCY4
Useful information
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How to invest
How to invest
NBPE is listed on the London Stock Exchange
and its sharescan be bought and sold just as
those of any other listed company.
A straightforward way for individuals to
purchase and hold shares in the Company is to
contact a stockbroker, savings plan provider or
online investment platform. NBPE’s shares may
be purchased under the ticker symbol NBPE.
To help people trying to choose a platform, the
Association of Investment Companies (“AIC”)
provides up-to-date information on the
platforms where investment companies are
available, and what you’ll pay to invest
on each platform (https://www.theaic.co.uk/
availability-on-platforms).
If you’d prefer to use a financial adviser, advice
on how tofind one can be found at
https://www.thepfs.org/yourmoney/
find-an-adviser/.
ISA status
The Company’s shares are eligible for tax-
ecient wrappers such as Individual Savings
Accounts (“ISAs”), Junior ISAs, and Self
Invested Personal Pensions (“SIPPs”).
Information about ISAs and SIPPs, as well
as general adviceon saving and investing,
can be found on the government’s free
and independent service at
www.moneyadviceservice.org.uk.
As with any investment into a company listed
on the stock market, you should remember
that:
– the value of your investment and the income
you get from it can fall as well as rise, so you
may not get back the amount you invested
– past performance is no guarantee of future
performance.
This is a medium- to long-term investment so
you should be prepared to invest your money
for at least five years. If you are uncertain
about any aspect of your decision to invest,
you should consider seeking independent
financial advice.
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1. Assumes re-investment of dividends at the closing
NAV or share price on the ex-dividend date.
2. Returns are presented on a “gross” basis (i.e. they do
not reflect the management fees, carried interest,
transaction costs and other expenses that may be
paid by investors, which may be significant and will
lower returns). Past performance is not a guarantee
of future returns.
3. $179 million received during 2024, of which
$33million was received in 2024 from announced
transactions during 2023.
4. The MSCI World Index captures large and mid-cap
representation across 23 Developed Markets (DM)
countries. With 1,352 constituents as of 31 March
2025, the index covers approximately 85% of the free
float-adjusted market capitalisation in each country
(MSCI World Factsheet, 31 March 2025, the latest
available). The benchmark performance is presented
for illustrative purposes only to show general trends
in the market for the relevant periods shown. The
investment objectives and strategies in the
benchmark may be dierent than the investment
objectives and strategies of NBPE and may have
dierent risk and reward profiles. A variety of factors
may cause this comparison to be an inaccurate
benchmark for any particular fund and the
benchmarks do not necessarily represent the actual
investment strategy of a fund. It should not be
assumed that any correlations to the benchmark
based on historical returns would persist in the
future. Indexes are unmanaged and are not available
for direct investment. Investing entails risks, including
possible loss of principal. Past performance is no
guarantee of future results.
5. All performance figures assume re-investment of
dividends at NAV on the ex-dividend date and reflect
cumulative returns over the relevant time periods
shown and are not annualised returns.
6. As of December 31, 2024.
7. Includes estimated allocations of dry powder for
diversified portfolios consisting of primaries,
secondaries, and co-investments. Therefore,
amounts may vary depending on how mandates are
invested over time.
8. Includes Marquee Brands, Insurance-Linked
Solutions, Specialty Finance, Outpost Ventures and
Dierentiated Alternative Credit businesses.
12. Represents uplift from valuation versus the valuation
three quarters prior to an announced exit. Includes
partial realisations. Returns are presented on a
“gross” basis (i.e. they do not reflect the management
fees, carried interest, transaction costs and other
expenses that may be paid by investors, which may be
significant and will lower returns). Past performance
is not a guarantee of future returns.
13. Assume re-investment of dividends at NAV on the
ex-dividend date.
14. Valuation & Leverage: Past performance is no
guarantee of future results. Fair value as of
31December 2024 and subject to the following
adjustments. 1) Excludes public companies, Marquee
Brands and other investments not valued on a
multiple of EBITDA. 2) Based on 55 private companies
which are valued based on EV/EBITDA metrics 3) The
private companies included in the data represents
80% of direct equity investment fair value. 4)
Companies not valued on multiples of trailing EBITDA
are excluded from valuation statistics. 5) Leverage
statistics exclude companies with net cash position
and leverage data represents 80% of direct equity
investment fair value. Portfolio company operating
metrics are based on the most recently available
(unaudited) financial information for each company
and are as reported by the lead private equity sponsor
to the Manager as of 24 April 2025, based on
reporting periods as of 31 December 2024 and
30September 2024. EV and leverage data is weighted
by fair value. LTM EBITDA used by underlying GPs for
valuation purposes may dier from EBITDA used to
calculate growth rates due to pro forma or other
adjustments and therefore the two data sets are not
directly comparable.
9. Approximately 98% of the direct investment
portfolio (measured on 31 December 2024 fair value)
is on a no management fee, no carry basis to
underlying third-party GPs. Key Information
Document is available on NBPE’s website.
10. Includes full and partial exits over the last five years.
Returns are presented on a “gross” basis (i.e. they do
not reflect the management fees, carried interest,
transaction costs and other expenses that may be
paid by investors, which may be significant and may
lower returns).
11. Revenue & EBITDA Growth: Past performance is no
guarantee of future results. Fair value as of
31December 2024 and the data is subject to the
following adjustments: 1) Excludes public companies,
Marquee Brands and other investments not valued
on multiples of EBITDA. 2) Analysis based on 66
private companies. 3) The private companies
included in the data represent approximately 89% of
the total direct equity portfolio. 4) The following
exclusions to the data were made: a)growth of one
company ($5 million of value) was excluded from the
data as the Manager believed the EBITDA growth rate
was an outlier due to an extraordinary percentage
change c) four companies (8% of direct equity fair
value) were held less than one year and excluded
from the growth rates d) three companies (1% of
direct equity fair value) were excluded with
non-comparable time frames of LTM revenue and/or
LTM EBITDA data or insucient information to
calculate a growth rate. Portfolio company operating
metrics are based on the most recently available
(unaudited) financial information for each company
and based on as reported by the lead private equity
sponsor to the Manager as of 24 April 2025. Where
necessary, estimates were used, which include pro
forma adjusted EBITDA and other EBITDA
adjustments, pro forma revenue adjustments,
run-rate adjustments for acquisitions, and annualised
quarterly operating metrics. LTM periods as of
31/12/24 and 30/9/24 and 31/12/23 and 30/9/23.
LTM revenue and LTM EBITDA growth rates are
weighted by fair value. Growth rate data is based on
66 companies and subject to the aforementioned
exclusions; underlying EBITDA reported by the GPs
may include pro forma or other adjustments to LTM
EBITDA in one or both periods and this reported
EBITDA used to calculate growth rates may not be the
same EBITDA for valuation purposes by underlying
GPs. As a result, growth and valuation multiple data
are not directly comparable.
15. Debt Covenant Statistics: Past performance is no
guarantee of future results. Fair value as of
31December 2024 and subject to the following
adjustments. 1) Excludes public companies.
2)Analysis based on 30 private companies. 3) The
private companies included in the data represent
approximately 73% of the total direct equity
portfolio. Debt covenant analysis does not consider
springing debt covenants which may apply to certain
draw percentages of underlying company revolvers.
Portfolio company debt details are based on the most
recently available (unaudited) financial information (as
of 31/12/24, 30/09/24 and 30/06/24) for each
company and based on as reported by the lead private
equity sponsor to the Manager as of 24 April 2025.
Debt Maturity: Past performance is no guarantee of
future results. Based on 31 December 2024 fair value
and with investment fair values weighted by the
company’s debt to total capitalization ratio. Fair value
is also subject to the following adjustments: 1)
Excludes public companies. 2) Analysis based on top
30 private companies. 3) The private companies
included in the data represent approximately 73% of
the total direct equity portfolio. Portfolio company
debt details are based on the most recently available
(unaudited) financial information (as of 31/12/24,
30/09/24 and 30/06/24) for each company and
based on as reported by the lead private equity
sponsor to the Manager as of 24 April 2025.
Endnotes
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16. For illustrative and discussion purposes only. PRI
grades are based on information reported directly by
PRI signatories, of which investment managers
totaled 2,651 for 2024, 3,123 for 2023, 2,791 for 2021,
1,545 for 2020 and 1,247 for 2019. All PRI signatories
are eligible to participate and must complete a
questionnaire to be included. The underlying
information submitted by signatories is not audited
by the PRI or any other party acting on its behalf.
Signatories report on their responsible investment
activities by responding to asset-specific modules in
the Reporting Framework. Each module houses a
variety of indicators that address specific topics of
responsible investment. Signatories’ answers are
then assessed and results are compiled into an
Assessment Report. Neuberger Berman pays a fee to
be a member of PRI and the grades are only available
to PRI members. Ratings referenced do not reflect the
experiences of any Neuberger Berman client and
readers should not view such information as
representative of any particular client’s experience or
assume that they will have a similar investment
experience as any previous or existing client. Awards
and ratings are not indicative of the past or future
performance of any Neuberger Berman product or
service. Moreover, the underlying information has
not been audited by the PRI or any other party acting
on its behalf. While every eort has been made to
produce a fair representation of performance, no
representations or warranties are made as to the
accuracy of the information presented, and no
responsibility or liability can be accepted for damage
caused by use of or reliance on the information
contained within this report. Information about PRI
grades is sourced entirely from PRI and Neuberger
Berman makes no representations, warranties or
opinions based on that information
17. Investment strategies’ integration of financially
material environmental, social, and governance
factors may evolve over time. Unless explicitly noted,
the integration processes described in this document
apply solely to the Private Equity Investment
Portfolios and Co-investment Platform of Neuberger
Berman (“NB Private Equity”).
18. Many of the-firm level processes described herein are
subject to Neuberger Berman’s policies and
procedures, including certain information barriers
within Neuberger Berman that will, from time to time,
limit communications between the NB Private
Markets team and the public side investment and
Stewardship and Sustainable Investing teams.
19. For illustrative and discussion purposes only. This
material is intended as a broad overview of the
portfolio managers’ style, philosophy and process
and is subject to change without notice. Ratings for
equities and fixed income are the Central Research
Analysts’ view of the environmental, social and
governance characteristics of a company on material
factors relative to the peer group. The summary
output of the material factors evaluated by the
Central Research Analysts are summarised as a
proprietary resource available to the firm. Ratings
developed for public securities are not directly
applied to private markets. Subject to Neuberger
Berman’s policies and procedures, including certain
information barriers within Neuberger Berman that
are designed to prevent the misuse by Neuberger
Berman and its personnel of material information
regarding issuers of securities that has not been
publicly disseminated.
20. Amounts may not add up to 100% due to rounding.
Based on direct investment portfolio net asset value
and NBAA analysis as 31 December 2024; analysis
excludes third-party funds (which are past their
investment period but which may call capital for
reserves or follow-ons) and funds that are not
deemed as integrating financially material
environmental, social, and governance factors by the
Manager. In aggregate these exclusions represent
approximately 1% of fair value. There can be no
assurance that NBPE will achieve comparable results
in the future, that targeted diversification or asset
allocations will be met, or that NBPE will be able to
implement its investment strategy and investment
approach or achieve its investment objective.
21. Based on Neuberger Berman Private Equity Analysis.
22. No potential SDG Thematic Alignment reflects
investments made prior to NBPE adopting its
Responsible & Sustainable Investment Policy in 2020.
23. The EDCI Metrics Request is a standalone request
intended to collect certain metrics on a voluntary
basis. The EDCI Data Submission Template is a
standard template provided by EDCI and not by
Neuberger Berman which we disseminate in our
capacity as a Limited Partner participant.
24. The BVCA “Excellence in ESG” awards seek to
recognize outstanding contributions to ESG and
impact investment from across private equity and
venture capital. Now in its fifth year, ‘Excellence in
ESG’ celebrates firms from across the private capital
ecosystem that have made an outstanding
commitment to ESG principles. Winners are selected
by a panel of multi-sector ESG experts. The judges
seek clear explanations of the LP’s rationale,
commitment to responsible investment principles,
linkage to investment strategy, and justification for
why the outcome has been positive.
25. Real Deals ESG Awards 2024 LP of the Year –
Institutional Investor and Asset Manager: This award
recognizes those impacting positive change through
ESG in private equity. Applicants were evaluated
based on their firm policies and procedures to
promote ESG. Of the firms who applied, three were
short-listed in this category. This award is not a
performance ranking nor does it constitute an
investment recommendation. NB Private Markets did
not pay a fee to participate and awards and ratings
referenced do not reflect the experiences of any
Neuberger Berman client and readers should not
view such information as representative of any
particular client’s experience or assume that they will
have a similar investment experience as any previous
or existing client. Awards and ratings are not
indicative of the past or future performance of any
Neuberger Berman product or service. For more
information, please visit: https://rdesgawards.com/
26. As of December 31, 2024. Among organisations with
over 1,000 employees by Pensions & Investments Best
Places to Work in Money Management survey. For
additional information on the criteria for the award,
please visit pionline.com.
27. Average annual retention over the past five years
from 2020 through January 31, 2025 of NB Private
Markets Investment Team Managing Directors and
Principals only. Computed as number of departures
(excluding internal transfers) over total number of NB
Private Markets MDs and Principals.
Endnotes
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To learn more about NB Private Equity Partners
Limited, visit our website, or contact your
Neuberger Berman Representative.
nbprivateequitypartners.com
NBPrivateMarketsIR@nb.com
US: +1 214 647 9593
UK: +44 (0) 20 3214 9002
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