Professional Documents
Culture Documents
13 March 2009
A new, independent investment management company, Neuberger Berman Group, LLC, will be created comprising
businesses that manage approximately $150 billion of assets
LBPE’s Investment Manager, NB Alternatives (formerly called the Private Fund Investments Group), is a part of this
transaction, and the investment team is intact
The Board of Directors expects this transaction to significantly benefit LBPE by providing the Investment Manager with
a strong platform from which to continue managing the Company’s high quality private equity portfolio
– LBPE will continue to be managed by the same experienced management team
– LBPE’s Investment Manager remains committed to the goal of creating long term value for our shareholders
Management will control Neuberger Berman with 51% ownership of common equity and majority control of the board
of directors
1
Overview of Neuberger Berman
Independent, global investment management firm
$150 billion in total assets under management
Debt-free capital structure
Approximately 1,600 employees globally (U.S., Europe and Asia)
Majority owned by senior management
Research-driven approach to portfolio management combined with industry leading, sophisticated risk management
Neuberger Berman
Traditional Non-Traditional
Equity Fixed Income NB Alternatives Hedge Funds
U.S. Equity Cash & Short Duration Private Equity Fund of Funds Equity
Capital Analytics
2
NB Alternatives – Private Equity
Premier private equity funds of funds
Competitive Advantages
3
NB Alternatives – Private Equity Team
Large, diverse and experienced team
– Led by Fund of Funds Investment Committee with – CPAs, accountants, analysts, computer programmers
over 200 years of collective private equity and other professionals
experience – Extensive proprietary private equity systems and
database
– Experienced team of senior professionals with
– Sophisticated investor servicing capabilities
diverse backgrounds
• Fund accounting and reporting
• Investment management
• Consolidated performance analysis
• Direct private equity investing
• Risk management services
• Corporate finance • Transaction management
• Venture-backed companies
• Legal, tax and structuring
4
Financial Performance Update
LBPE Financial Performance Update
($ in millions, except per share values) 28 February 2009 31 December 2008 31 December 2007
(Unaudited Monthly) (Current Estimate) (Audited)
Fund Investments $357.3 $359.0 $326.4
Direct Co-investments $88.0 $89.8 $94.2
Total Private Equity Investments $445.4 $448.7 $420.6
Private Equity Investment Level 107% 104% 75%
Cash and Cash Equivalents $114.1 $139.2 $145.3
Credit Facility ($137.0) ($151.9) -
Net Other Assets (Liabilities), including Minority Interest ($5.0) ($6.1) ($3.5)
Net Asset Value $417.5 $429.9 $562.5
Net Asset Value per Share $8.13 $8.19 $10.37
Cash and available credit facility exceed unfunded private equity commitments by $52 million
Portfolio Highlights Private equity investment level increased to 107% at 28 February 2009
Funded capital calls and co-investments of approximately $187 million in 2008 and $7 million in
YTD 2009
Received distributions of approximately $46 million in 2008 and $3 million in YTD 2009
$137 million outstanding under the 7-year $250 million credit facility
___________________________
Note: As of 28 February 2009. Past performance is not indicative of future results.
5
Capital Deployment Since 30 June 2008
Over half of the capital invested since the middle of 2008 was directed to special
situations / distressed funds
Capital Deployment Since 30 June 2008
($ in millions)
$30 Total
$0.3
Drawdowns
Buyout $38.5
$25 Special Situations $52.6
$1.5 Growth / Venture $6.5
Total $97.6
$20 $18.8
$14.8
$15
$0.9
$2.7
$10 $1.3
$0.2 $0.7
$5.1
$5 $10.4 $10.2 $4.3
$5.9
$8.3 $0.2
$1.6 $1.8
$4.1 $1.0
$2.7 $1.8
$1.7 $1.1
$0
Jul-08 Aug-08 Sep-08 Oct-08 Nov-08 Dec-08 Jan-09 Feb-09
6
LBPE’s Valuation Process
Since the end of 2008, LBPE’s Investment Manager has actively solicited valuation
updates from underlying sponsors in order to provide the latest estimates of fair value
When issued, LBPE’s audited financial statements for 2008 will include the additional valuation information received
subsequent to the end of the year
The annual report and audited financial statements for the year ended 31 December 2008 will be issued in April 2009
Private Co-
investments through
31-Dec-2008
20%
Fund Investments
through 31-Dec-2008
57% Credit Related Funds
and Public Securities
as of 28-Feb-2009
20%
7
LBPE Performance
LBPE’s net asset value per share has decreased by 22% in the fourteen months since the
end of 2007
$12.00
$11.50
$11.00
$10.37 $0.16
$10.50
$10.00
$9.50
$9.00 ($1.43)
$8.50 $0.01 $0.27
$0.10 $8.13
$8.00
($1.06)
($0.29)
$7.50
$7.00
Net Asset Private Net Net Interest and Foreign Operating Accretive Net Asset
Value Per Equity Net Unrealized Unrealized Dividends, Exchange Expenses & Share Value Per
Share 31 Realized Change in Change in including Adjustments Other Repurchases Share 28
December Gains Privately Credit Mezzanine February
2007 (Losses) Held PE Related & 2009
Investments Public PE
Investments
___________________________
Note: As of 28 February 2009. Past performance is not indicative of future results.
8
LBPE Portfolio Performance by Asset Class
From 31 December 2007 through 28 February 2009, the total value to paid-in multiple of
LBPE’s portfolio decreased from 1.09x to 0.83x in aggregate
9
LBPE Special Situations Portfolio Performance
From 31 December 2007 through 28 February 2009, the total value to paid-in multiple of
LBPE’s special situations portfolio decreased from 1.01x to 0.69x
Special Situations Performance by Strategy
The special situations portfolio is in the early stages of
TVPI
the J-curve with a majority of the capital deployed in
2008 1.2x
1.05x
It is not unusual for distressed portfolios to have initial 1.00x 1.00x
1.0x
negative returns as managers build their investment 0.92x
0.85x
positions 0.81x
0.77x
0.8x
If managers are making appropriate credit selections,
we would expect the distressed portfolios to appreciate 0.60x
0.6x
rapidly when markets begin to stabilize
By investing primarily in debt securities, the distressed
0.4x
portfolios should provide downside protection
LBPE’s special situations trading strategy portfolio was 0.2x
negatively affected by the performance of the sole fund
utilizing material leverage at the fund level
0.0x
Trading Restructuring Operational Other (Fund
Turnaround XVIII &
Mezzanine)
31-Dec-07 Audited 28-Feb-2009 Monthly
___________________________
Note: As of 28 February 2009. Past performance is not indicative of future results. TVPI represents the total value to paid-in multiple.
10
LBPE Portfolio Performance by Vintage Year
The decline in valuations over the past fourteen months was spread across multiple
vintages within the investment portfolio
TVPI
1.8x
1.6x
1.49x
1.43x
1.34x 1.37x
1.4x
1.23x
1.2x 1.12x 1.14x
1.02x 1.05x 1.04x
1.00x 0.99x
1.0x 0.94x
0.86x 0.85x
0.80x 0.82x 0.81x 0.82x
0.8x 0.75x
0.66x
0.59x
0.6x
0.4x
0.2x
0.0x
2000 & 2001 2002 2003 2004 2005 2006 2007 2008 Fund XVII Fund
Earlier XVIII
11
LBPE Co-investment Performance
From 31 December 2007 through 28 February 2009, the multiple on LBPE’s co-
investment portfolio decreased from 1.08x to 0.98x. To date, our mid-cap buyout co-
investments (67% of the co-investment portfolio value) have performed relatively well
with a 1.25x multiple
___________________________
Note: As of 28 February 2009. Past performance is not indicative of future results. For co-investments that were transferred to LBPE in the IPO process, performance is calculated from the date of transfer based
on LBPE’s purchase price.
12
Market Performance
LBPE Share Price and NAV per Share
LBPE’s NAV per share was $8.13 at 28 February 2009
LTM Share Price Performance and Net Asset Value Per Share
Price
$12.00
$11.00
$10.00
$9.00
$8.00 $8.13
$7.00
$6.00
$5.00
$4.00
$3.00
$1.69
$2.00 (79.2%
$1.00 Discount)
12-Mar-08 30-June-08 30-Sept-08 31-Dec-08 12-Mar-09
Volume (000's)
400
200
Daily Trading Volume Net Asset Value per Share Price per Share
___________________________
Source: NYSE Euronext. Past performance is not indicative of future results.
13
Private Equity Discount to NAV per Share
We believe that LBPE shares are significantly undervalued. After subtracting the
balance of our net cash, public equity securities and credit related fund investments at
fair value, our shares are currently trading at an implied discount of 91% to the fair value
of our other privately-held investments
Investors have the opportunity to benefit from both NAV appreciation and
reduction of the NAV discount
___________________________
Note: Net cash balance equals cash and cash equivalents minus total liabilities.
14
Financial Position & Corporate Developments
LBPE Financial Position
LBPE has over 100% of unfunded commitments backstopped by cash and the undrawn
credit facility
As of 28 February 2009, LBPE’s private equity exposure and capital position consisted of the following:
– Total private equity exposure of $621.0 million, including unfunded private equity commitments of $175.6 million
– Total capital resources of $227.5 million, including cash and cash equivalents plus the undrawn credit facility
– Excess capital resources over unfunded commitments of $51.8 million
– Over-commitment level of 49%
($ in millions)
28 February 2009
Net Asset Value $417.5
___________________________
Note: As of 28 February 2009.
15
LBPE Credit Facility
LBPE continues to have access to its favorable credit facility
LBPE has a revolving credit facility with The Bank of Scotland for up to $250 million with a term expiring in August
2014
– Borrowings under the credit facility bear interest at LIBOR plus 1.35% per annum
– The key financial covenant is a maximum debt to value ratio of 50%
As of 28 February 2009, LBPE has $137 million of debt outstanding under the credit facility
– During February 2009, LBPE paid down $15 million of principal on the credit facility
LBPE has $114 million of cash and cash equivalents as of 28 February 2009
– Approximately $89 million is held in a JPMorgan money market fund that participates in the U.S. Treasury's
Temporary Guarantee Program for Money Market Funds
– Approximately $25 million is held in U.S. Treasury bills
– Less than $0.4 million is held in brokerage accounts
___________________________
Note: As of 28 February 2009.
16
LBPE Name Change – NB Private Equity Partners Limited
We are pleased to announce that the Board of Directors approved the selection of “NB
Private Equity Partners Limited” as the new name of the Company
NB Private Equity Partners Limited will reflect the name of our Investment Manager, NB Alternatives Advisers LLC
– “NBPE” has been selected as the new ticker symbol for the Company
– Our shares will continue to trade under the ticker LBPE until the ticker symbol change becomes effective
– We will issue a press release notifying the public when the name and ticker symbol changes are finalized and when
our shares will begin trading under “NBPE”
– The new Web site address will be www.nbprivateequitypartners.com
The Company’s name and ticker symbol changes are expected to be completed in approximately two weeks
We believe the name change will symbolize the break from Lehman Brothers and alleviate confusion regarding any
connection to Lehman Brothers
17
New Web Site for NB Private Equity Partners
We expect to launch a new Web site at www.nbprivateequitypartners.com
18
New Lock-up Agreement
On 13 March 2009, LBPE announced a new lock-up agreement with the Lehman Brothers
estate
A Lehman Brothers affiliate currently owns approximately 14.5 million shares of LBPE which were purchased in the
initial public offering in July 2007 and are subject to a lock-up agreement due to expire on 18 July 2010
Under the terms of the new agreement, these shares will continue to be locked-up until 18 July 2010
– After the lock-up period expires, the Investment Manager agreed, for a period of 18 months, to use all reasonable
efforts to assist the Lehman Brothers in selling its shares in up to three marketed secondary transactions
LBPE believes that this agreement will assist in the orderly disposition of the shares held by the Lehman Brothers estate
19
LBPE Liquidity Enhancement Program
LBPE initiated a liquidity enhancement program in July 2008
Since the inception of the program, LBPE has repurchased nearly 2.9 million shares, or 5.3% of the total issued Class
A ordinary shares
– During the month of February, LBPE repurchased 458,312 shares at a weighted average repurchase price of $2.34
per share
– Share repurchases through 28 February 2009 have been accretive to NAV per share by approximately $0.27
In January 2009, LBPE announced an amendment to the liquidity enhancement agreement that increased the
maximum number of shares which may be repurchased to 7.5% of the total Class A ordinary shares in issue
– The amended agreement will be in force until 15 April 2009 subject to extension at the election of LBPE
20
Recent Corporate Actions
Maintained a conservative capital structure with $52 million of excess capital resources as of February
Extended the liquidity enhancement agreement to improve trading liquidity in the stock and make
accretive share repurchases at depressed prices
21
Value Proposition
LBPE Value Proposition
We continue to believe that LBPE offers a compelling investment opportunity
___________________________
Note: As of 28 February 2009.
22
Additional Portfolio Information
LBPE Vintage Year Diversification
31% of LBPE’s vintage year 2007 portfolio, and 90% of the 2008 portfolio, is dedicated to
special situations / distressed investments
Vintage Year
<=2004 2005 2006 2007 2008
Buyout Funds 91% 74% 69% 23% 0%
Buyout Co-investments 0% 1% 16% 39% 6%
Special Situations Funds 0% 3% 11% 31% 73%
Special Situations Co-investments 0% 0% 0% 0% 17%
Growth / Venture 6% 9% 4% 6% 3%
Secondary Purchases 3% 12% 0% 0% 0%
Total 100% 100% 100% 100% 100%
___________________________
Note: As of 28 February 2009. Certain figures may not total due to rounding.
23
LBPE Portfolio Diversification
Diversification based on the fair value of private equity investments at 28 Feb. 2009: 1
Private Equity Asset Class Vintage Year
Geography Industry
Financial
Energy /
Services
Utilities
10%
23% Industrials
10%
Europe
North America 20% Consumer /
76% Diversified / Retail
Undisclosed / 8%
Asia / Rest of Other Technology /
World 20% IT
4% 8%
Transport.
2% Comm. / Business Healthcare
Media Services 8%
5% 6%
24
LBPE Portfolio Diversification
Diversification based on total private equity exposure at 28 February 2009: 1
Private Equity Asset Class Vintage Year
Geography Industry
Energy / Industrials
Utilities 12%
21%
Financial
Europe Diversified / Services
24% Undisclosed / 11%
Other Consumer /
North America
15% Retail
72%
Asia / Rest of 9%
Transport.
World Technology /
3%
4% IT
Business Healthcare
Comm. / 8%
Services 8%
Media
6%
7%
25
Private Equity Investment Portfolio
The following is a list of our private equity investments as of 28 February 2009
Fund Investments Asset Class Fund Investments Asset Class
AIG Highstar Capital II Buyout Sankaty Credit Opportunities III Special Situations
American Capital Equity II Buyout Summit Partners Europe Private Equity Fund Growth Equity
Apollo Investment Fund V Buyout Sun Capital Partners V Special Situations
Aquiline Financial Services Fund Buyout Terra Firma Capital Partners III Buyout
ArcLight Energy Partners Fund IV Buyout Thomas H. Lee Equity Fund VI Buyout
Avista Capital Partners Buyout Trident IV Buyout
Bertram Growth Capital I Growth Equity Warburg Pincus Private Equity VIII Buyout
Carlyle Europe Partners II Buyout Wayzata Opportunities Fund II Special Situations
Centerbridge Credit Partners Special Situations Welsh, Carson, Anderson & Stowe X Buyout
Clayton, Dubilier & Rice Fund VII Buyout
Clessidra Capital Partners Buyout
Corsair III Financial Services Capital Partners Buyout Direct Co-investments Asset Class
CVI Global Value Fund Special Situations Avaya, Inc. Buyout
Doughty Hanson & Co IV Buyout Dresser Holdings, Inc. Buyout
First Reserve Fund XI Buyout Edgen Murray Corporation Buyout
Investitori Associati III Buyout Energy Future Holdings Corp. (f/k/a TXU Corp.) Buyout
J.C. Flowers II Buyout First Data Corporation Buyout
KKR 2006 Fund Buyout Firth Rixson, plc (Equity) Buyout
KKR Millennium Fund Buyout Firth Rixson, plc (Mezzanine) Special Situations
Lehman Crossroads Fund XVII Diversified Freescale Semiconductor, Inc. Buyout
Lehman Crossroads Fund XVIII Large-cap Buyout Buyout GazTransport & Technigaz S.A.S. Buyout
Lehman Crossroads Fund XVIII Mid-cap Buyout Buyout Group Ark Insurance Holdings Limited Buyout
Lehman Crossroads Fund XVIII Special Situations Special Situations Kyobo Life Insurance Co., Ltd. Buyout
Lehman Crossroads Fund XVIII Venture Capital Venture / Growth Linn Energy, LLC Buyout
Lightyear Fund II Buyout MaRI Holdings Limited Buyout
Madison Dearborn Capital Partners V Buyout Press Ganey Associates, Inc. Buyout
OCM Opportunities Fund VIIb Special Situations Sabre Holdings Corporation Buyout
OCM Principal Opportunities Fund IV Buyout Seventh Generation, Inc. Growth Equity
Platinum Equity Capital Partners II Special Situations TPF Genco Holdings, LLC Buyout
Prospect Harbor Credit Partners Special Situations Unión Radio Buyout
26
Largest Underlying Investments
At 28 February 2009, the estimated fair value of our twenty largest portfolio company investments
was approximately $132 million, representing 30% of total private equity investments. No single
company accounted for more than 5.0% of the total private equity portfolio. Listed below are the
twenty largest portfolio company investments in alphabetical order
Approximately $19 million of our private equity portfolio was comprised of companies with publicly-
traded securities as of 28 February 2009, representing 4% of total private equity investments
___________________________
** Indicates exposure to both equity and debt securities.
Note: As of 28 February 2009, our ten largest portfolio company investments totaled approximately $97 million in fair value, representing 22% of the total private equity portfolio.
27
Credit Facility Covenant Tests
LBPE Credit Facility Covenants
The key financial covenant for LBPE’s credit facility is a maximum debt to value ratio of
50.0%
Defined as Restricted Total Exposure divided by the aggregate of shareholder’s equity and the
Commitment Ratio total amount of the credit facility
– Restricted Total Exposure is defined as the value of private equity investments (less any
restricted value) plus unfunded private equity commitments
If the total asset ratio is greater than 25.0% and the commitment ratio is greater than 130.0%, then
LBPE is restricted from making new private equity investments
At 28 February 2009, the commitment ratio was 92.4%
___________________________
Note: As of 28 February 2009.
28
Endnotes
1. The diversification analysis by asset class and investment type is based on the net asset value of underlying fund investments and co-investments
(including unfunded commitments on a total private equity exposure basis). The diversification analysis by vintage year, geography and industry
is based on the diversification of underlying portfolio company investments at fair value as estimated by the Investment Manager. The vintage
year diversification also includes an allocation of net cash flows and valuation adjustments made since financial statements were last received from
the investment sponsor. Determinations regarding asset class, geography and industry, as well as the allocation of unfunded commitments on a
total private equity exposure basis, also represent the Investment Manager’s estimates. Accordingly, the actual diversification of our investment
portfolio and the diversification of our investment portfolio on an ongoing basis may vary from the foregoing information.
29
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: our future operating results; our business prospects and the prospects of our investments; the impact of investments that we expect to
make; the dependence of our future success on the general economy and its impact on the industries in which we invest; the ability of our investments to
achieve their objectives; differences between our investment objective and the investment objectives of the private equity funds in which we invest; the
rate at which we deploy our capital in private equity investments, co-investments and opportunistic investments; our expected financings and investments;
the continuation of the Investment Manager as our service provider and the continued affiliation with the Investment Manager of its key investment
professionals; the adequacy of our cash resources and working capital; and the timing of cash flows, if any, from the operations of our underlying private
equity funds and our underlying portfolio companies.
In some cases, you can identify forward-looking statements 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
our beliefs, assumptions and expectations of our future performance, taking into account all information currently available to us. These beliefs,
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 us or are within our control. If a change occurs, our business, financial condition, liquidity and results of operations may vary materially from
those expressed in our forward-looking statements. Factors and events that could cause our 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, 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.
The foregoing is not a comprehensive list of the risks and uncertainties to which we are subject. Except as required by applicable law, we undertake no
obligation to update or revise any forward-looking statements to reflect any change in our 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 our forward-
looking statements might not occur. We qualify any and all of our forward-looking statements by these cautionary factors.
30
Legal Disclaimer
This material is for informational purposes only and should not be regarded as an offer to sell or as a solicitation of an offer to buy any security or other
financial product or service mentioned in it. Lehman Brothers Private Fund Advisers, LP and its affiliated companies (collectively, “LBPFA") is not
soliciting any action based upon this material. This material is based upon information or sources that we believe to be reliable, but we do not represent or
guarantee that it is accurate or complete, and it should not be relied upon as such. Opinions expressed herein are made as of the date of this material and
are subject to change without notice. Past performance is not indicative of future results, and no representation or warranty, express or implied is made
regarding future performance. The products mentioned in this document may not be eligible for sale in some states or countries. LBPFA is not providing
investment advice through this material. Securities, financial instruments, products or strategies mentioned in this material may not be suitable for all
investors. Their value and the income they produce may fluctuate and/or be adversely affected by exchange rates, interest rates or other factors. This
material does not take into account individual client circumstances, objectives, or needs and are not intended as recommendations to particular clients. In
reaching a determination as to the appropriateness of any proposed transaction or strategy, clients should undertake a thorough independent review of the
legal, regulatory, credit, tax, accounting and economic consequences of such transaction in relation to their particular circumstances and make their own
independent decisions. Debt securities may be subject to call features or other redemption features, such as sinking funds, and may be redeemed in whole
or in part before maturity. These occurrences may affect yield. Investing in foreign securities and foreign currency denominated securities presents
certain risks, such as currency fluctuations and political and economic change, that could have an adverse effect on the value or price of or income derived
from, the investment.
LBPFA and/or its affiliated companies may make a market or deal as principal in the securities mentioned in this document or in options or other
derivatives based thereon. LBPFA and/or its affiliated companies may from time to time provide investment banking, credit, and other financial services
to any company or issuer mentioned in this material or solicit such business from such company or issuer. In addition, LBPFA, its affiliated companies,
shareholders, directors, officers and/or employees (including persons involved in the preparation or issuance of this material), may from time to time have
long or short positions in such securities or in options, futures, or other derivative instruments based thereon. One or more directors, officers, and/or
employees of LBPFA or its affiliated companies may be a director of the issuer of the securities mentioned in this document. LBPFA or its affiliated
companies may have managed or comanaged a public offering of securities for any issuer mentioned in this document within the last three years. © 2009
Lehman Brothers Private Fund Advisers L.L.C. All rights reserved.
LBPE is registered with the Dutch Authority for the Financial Markets as a collective investment scheme which may offer participations in The
Netherlands pursuant to article 2:66 of the Financial Markets Supervision Act (Wet op het financieel toezicht). All investments are subject to risk. Past
performance is no guarantee of future returns. Prospective investors are advised to seek expert legal, financial, tax and other professional advice before
making any investment decision. The value of investments may fluctuate. Results achieved in the past are no guarantee of future results.
31