Lbpe Investor Presentation 13-mar-2009
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LBPE Investor Presentation 13 March 2009
Lehman Brothers Private Equity Partners
Table of Contents I.
Investment Manager Update
II.
Financial Performance Update
III.
Market Performance
IV.
Financial Position & Corporate Developments
V.
Value Proposition
_____________________________________________________________ Appendices A.
Additional Portfolio Information
B.
Credit Facility Covenant Tests
Investment Manager Update
LBPE Investment Manager Update The management buyout of Neuberger Berman and the fixed income and alternative asset management businesses of Lehman Brothers’ Investment Management Division is scheduled to close on 30 April 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 Non-Traditional
Traditional Equity
Fixed Income
NB Alternatives
Hedge Funds
U.S. Equity
Cash & Short Duration
Private Equity Fund of Funds
Equity
International/Global Equity
Tax-exempt
Co-investments
Fixed Income
Quantitative
Investment Grade
Secondaries
Quantitative
Non-Investment Grade
Hedge Funds Fund of Funds
Commodities
Specialty
Alternative Investment Solutions Capital Analytics
2
NB Alternatives – Private Equity Premier private equity funds of funds NB Alternatives – Private Equity Fund of Funds
Secondary Investments
Co-investments
Approximately $11 billion of commitments managed
Approximately 185 professionals
Over 20 years as private equity investor
Global presence with offices in U.S., Europe and Asia
Serving over 150 institutional investors
Competitive Advantages
Team
Access, Diligence and Selection
Track Record
Secondaries and Co-investments
Tactical Asset Allocation
Reporting and Investor Services
Portfolio Construction
Flagship and Custom Funds
3
NB Alternatives – Private Equity Team Large, diverse and experienced team
Investment Team
Investor Services
~ 50 Professionals
~ 135 Professionals
– Led by Fund of Funds Investment Committee with over 200 years of collective private equity experience
– CPAs, accountants, analysts, computer programmers and other professionals – Extensive proprietary private equity systems and database – Sophisticated investor servicing capabilities • Fund accounting and reporting • Consolidated performance analysis • Risk management services • Transaction management
– Experienced team of senior professionals with diverse backgrounds • Investment management • Direct private equity investing • Corporate finance • Venture-backed companies • Legal, tax and structuring
Focused on three disciplines…
Fund of Funds
Secondary Investments
4
Co-investments
Financial Performance Update
LBPE Financial Performance Update ($ in millions, except per share values)
28 February 2009 (Unaudited Monthly)
Fund Investments
31 December 2008 (Current Estimate)
31 December 2007 (Audited)
$357.3
$359.0
$326.4
$88.0
$89.8
$94.2
Total Private Equity Investments
$445.4
$448.7
$420.6
Private Equity Investment Level
107%
104%
75%
$114.1
$139.2
$145.3
($137.0)
($151.9)
-
($5.0)
($6.1)
($3.5)
$417.5
$429.9
$562.5
$8.13
$8.19
$10.37
Direct Co-investments
Cash and Cash Equivalents Credit Facility Net Other Assets (Liabilities), including Minority Interest Net Asset Value Net Asset Value per Share
Portfolio Highlights
Cash and available credit facility exceed unfunded private equity commitments by $52 million
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 Drawdowns $38.5 $52.6 $6.5 $97.6
$0.3
Buyout Special Situations Growth / Venture Total
$25 $1.5
$20
$18.8
$14.8
$15 $0.9 $2.7 $10
$1.3 $0.2
$0.7
$5.9
$4.3
$5.1 $5
$10.4
$10.2 $8.3 $4.1
$1.7
$0 Jul-08
Aug-08 Buyout
Sep-08
Oct-08
Nov-08
Special Situations
6
$0.2 $1.8
$2.7
$1.6 $1.0 $1.1
$1.8
Dec-08
Jan-09
Feb-09
Growth / Venture
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
28-Feb-2009 Preliminary Valuations by Date of Information
Private Coinvestments through 31-Dec-2008 20% Fund Investments through 31-Dec-2008 57%
Credit Related Funds and Public Securities as of 28-Feb-2009 20%
Fund and Coinvestments through 30-Sept-2008 3% ___________________________ Note: As of 28 February 2009.
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 $10.50
$10.37
$0.16
$10.00 $9.50 $9.00
($1.43)
$8.50
$0.10
$8.00
$0.27
$0.01
$8.13
($1.06) ($0.29)
$7.50 $7.00 Net Asset Value Per Share 31 December 2007
Private Equity Net Realized Gains (Losses)
Net Unrealized Change in Privately Held PE Investments
Net Interest and Foreign Operating Accretive Unrealized Dividends, Exchange Expenses & Share Change in including Adjustments Other Repurchases Credit Mezzanine Related & Public PE Investments
___________________________ Note: As of 28 February 2009. Past performance is not indicative of future results.
8
Net Asset Value Per Share 28 February 2009
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
Performance by Asset Class
Large-cap buyout: TVPI
– Lower public market comparables, higher degrees of leverage and weakening operating performance led to reduced valuations at the end of 2008
1.4x 1.23x
1.2x
Mid-cap buyout:
1.09x 1.03x
– Valuations declined across much of the portfolio but to a lesser degree than large-cap buyout
1.0x
– Lower valuations were offset by unrealized gains in the value of certain mid-cap buyout co-investments
0.8x
Special situations:
0.6x
1.01x
1.03x 0.94x
0.74x 0.69x
– Unrealized losses principally related to mark-tomarket adjustments on debt securities purchased by trading and restructuring funds
1.14x 1.09x
0.4x 0.2x
Growth equity / venture capital: 0.0x
– Positive returns were driven by strong operating performance at two of the larger companies in the portfolio
Large-cap Mid-cap Buyout Buyout 31-Dec-07 Audited
Special Situations
Growth / Fund XVII Venture 28-Feb-09 Monthly
___________________________ Note: As of 28 February 2009. Past performance is not indicative of future results. TVPI represents the total value to paid-in multiple. Lehman Crossroads Fund XVII is a fund of funds portfolio diversified across all four asset classes.
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 the J-curve with a majority of the capital deployed in 2008
TVPI
1.2x 1.05x
It is not unusual for distressed portfolios to have initial negative returns as managers build their investment positions
1.00x
By investing primarily in debt securities, the distressed portfolios should provide downside protection
LBPE’s special situations trading strategy portfolio was negatively affected by the performance of the sole fund utilizing material leverage at the fund level
0.92x 0.85x 0.77x
0.8x
If managers are making appropriate credit selections, we would expect the distressed portfolios to appreciate rapidly when markets begin to stabilize
1.00x
1.0x
0.81x
0.60x
0.6x
0.4x
0.2x
0.0x Trading
Restructuring Operational Other (Fund Turnaround XVIII & Mezzanine)
31-Dec-07 Audited ___________________________ Note: As of 28 February 2009. Past performance is not indicative of future results. TVPI represents the total value to paid-in multiple.
10
28-Feb-2009 Monthly
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 1.37x
1.34x
1.4x
1.23x
1.2x
1.14x
1.12x
1.05x
1.02x
1.04x
1.00x 0.94x
1.0x 0.82x
0.80x
0.81x
0.86x
0.99x 0.85x
0.82x 0.75x
0.8x 0.66x
0.6x
0.59x
0.4x 0.2x 0.0x 2000 & Earlier
2001
2002
2003
2004
2005
31-Dec-07 Audited
2006
2007
2008
Fund XVII
Fund XVIII
28-Feb-09 Preliminary
___________________________ Note: As of 28 February 2009. Past performance is not indicative of future results. Lehman Crossroads Fund XVII is a fund of funds portfolio diversified principally across 2004, 2005 and 2006 vintages. Lehman Crossroads Fund XVIII is a fund of funds portfolio diversified principally across 2006, 2007 and 2008 vintages.
11
LBPE Co-investment Performance From 31 December 2007 through 28 February 2009, the multiple on LBPE’s coinvestment portfolio decreased from 1.08x to 0.98x. To date, our mid-cap buyout coinvestments (67% of the co-investment portfolio value) have performed relatively well with a 1.25x multiple
# Co-investments
28-Feb-2009 Fair Value ($mm)
Total Value to Paid-in Capital
% of Fair Value
< 0.5x
3
$3.7
0.24x
4.2%
0.5x - 1.0x
8
31.5
0.69x
35.8%
Held at Cost
2
1.0
1.00x
1.1%
1.0x - 2.0x
5
20.6
1.21x
23.3%
2.0x +
2
31.3
2.24x
35.6%
20
$88.0
0.98x
100.0%
# Co-investments
28-Feb-2009 Fair Value ($mm)
Total Value to Paid-in Capital
% of Fair Value
5
$18.4
0.52x
20.8%
13
60.4
1.25x
68.6%
Other Co-investments
2
9.3
0.89x
10.6%
Total Co-investments
20
$88.0
0.98x
100.0%
Multiple Range
Total Co-investments
Asset Class Large-cap Buyout Mid-cap Buyout
___________________________ 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 $8.13
$8.00 $7.00 $6.00 $5.00 $4.00 $3.00
$1.69 (79.2% Discount)
$2.00 $1.00 12-Mar-08
30-June-08
30-Sept-08
31-Dec-08
Volume (000's) 400 200 0 Daily Trading Volume
Net Asset Value per Share
___________________________ Source: NYSE Euronext. Past performance is not indicative of future results.
13
Price per Share
12-Mar-09
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 Summary of Net Asset Value Per Share
28 February 2009
Net Asset Value per Share Minus: Net Cash, Public Equity Securities and Credit Related Fund Investments Per Share Private Investments per Share
$8.13 ($1.08) $7.05
Closing Share Price (12-March-09) Minus: Net Cash, Public Equity Securities and Credit Related Fund Investments Per Share Market Value of Private Investments per Share Private Investments Premium (Discount) to Private Equity NAV
$1.69 ($1.08) $0.61 (91.3%)
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
Total Private Equity Investments
$445.4
Private Equity Investment Level
107%
Unfunded Private Equity Commitments
$175.6
Total Private Equity Exposure
$621.0
Over-commitment Level
49%
Cash and Cash Equivalents
$114.1
Undrawn Credit Facility
$113.3
Total Capital Resources
$227.5
Excess Capital Resources Over Unfunded Commitments ___________________________ Note: As of 28 February 2009.
15
$51.8
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
Month July 2008 August 2008 September 2008 October 2008 November 2008 December 2008 January 2009 February 2009 Total
Liquidity Enhancement Program Activity Weighted Average Repurchase # of Shares Repurchased Price per Share 56,349 $7.93 164,617 $7.82 174,458 $6.74 216,493 $4.72 218,956 $2.41 881,264 $1.51 723,829 $2.60 458,312 $2.34 2,894,278 $3.02
___________________________ Note: As of 28 February 2009.
20
Recent Corporate Actions
Maintained a conservative capital structure with $52 million of excess capital resources as of February
Initiated re-branding of the Company to NB Private Equity Partners Limited – “NBPE”
Reached a new lock-up agreement with the Lehman Brothers estate
Extended the liquidity enhancement agreement to improve trading liquidity in the stock and make accretive share repurchases at depressed prices
Delivered high quality investor reporting
21
Value Proposition
LBPE Value Proposition We continue to believe that LBPE offers a compelling investment opportunity
Experienced Investment Manager with a strong long-term track record
High quality private equity portfolio – Top-tier managers with proven success – Robust allocation to special situations / distressed – High quality co-investment program with proprietary access
High quality and transparent reporting
Conservative capital structure – Cash and the available credit facility exceed unfunded private equity commitments by $52 million – $114 million of cash and cash equivalents and $113 million undrawn on our credit facility
___________________________ Note: As of 28 February 2009.
22
Additional Portfolio Information
LBPE Vintage Year Diversification 31% of LBPE’s vintage year 2007 portfolio, and 90% of the 2008 portfolio, is dedicated to special situations / distressed investments
($ in millions)
Buyout Funds Buyout Co-investments Special Situations Funds Special Situations Co-investments Growth / Venture Secondary Purchases Total
Buyout Funds Buyout Co-investments Special Situations Funds Special Situations Co-investments Growth / Venture Secondary Purchases Total
<=2004 $46.9 0.2 3.1 1.4 $51.6
<=2004 91% 0% 0% 0% 6% 3% 100%
___________________________ Note: As of 28 February 2009. Certain figures may not total due to rounding.
23
2005 $41.7 0.7 1.9 5.0 6.7 $56.1
Vintage Year 2006 $100.4 22.7 15.4 5.7 0.6 $144.7
2007 $33.7 58.2 45.7 0.2 9.5 0.0 $147.3
2008 $0.2 2.6 33.4 7.9 1.6 $45.7
2005 74% 1% 3% 0% 9% 12% 100%
Vintage Year 2006 69% 16% 11% 0% 4% 0% 100%
2007 23% 39% 31% 0% 6% 0% 100%
2008 0% 6% 73% 17% 3% 0% 100%
LBPE Portfolio Diversification Diversification based on the fair value of private equity investments at 28 Feb. 2009: 1 Private Equity Asset Class
Vintage Year
Buyout Funds 50%
2003 2%
2002 2% 2001 4%
Special Sit Funds 22%
Secondary Purchases 2%
Special Sit Coinvest 2%
2007 33%
Growth / Venture 5%
2008 11%
2000 & Earlier 2009 1% 0%
Industry
Geography Energy / Utilities 23% North America 76%
2005 2004 13% 2%
2006 32%
Buyout Coinvest 19%
Europe 20%
Financial Services 10%
Consumer / Retail 8%
Diversified / Undisclosed / Other 20%
Asia / Rest of World 4%
Transport. 2%
24
Industrials 10%
Technology / IT 8% Comm. / Business Media Services 6% 5%
Healthcare 8%
LBPE Portfolio Diversification Diversification based on total private equity exposure at 28 February 2009: 1 Private Equity Asset Class
Vintage Year
Buyout Coinvest 15%
2005 2004 12% 2%
2006 31%
2003 2% 2002
Special Sit Funds 21%
Buyout Funds 53%
Secondary Purchases 2%
Special Sit Coinvest Growth / 1% Venture 8%
2008 11%
2007 35%
2% 2001 3% 2000 & Earlier 2009 1% 1%
Industry
Geography Energy / Utilities 21%
Europe 24%
Industrials 12% Financial Services 11%
Diversified / Undisclosed / Other 15%
North America 72% Asia / Rest of World 4%
Transport. 3% Business Services 6%
25
Consumer / Retail 9% Technology / IT Healthcare 8% Comm. / 8% Media 7%
Private Equity Investment Portfolio The following is a list of our private equity investments as of 28 February 2009 Fund Investments AIG Highstar Capital II American Capital Equity II Apollo Investment Fund V Aquiline Financial Services Fund ArcLight Energy Partners Fund IV Avista Capital Partners Bertram Growth Capital I Carlyle Europe Partners II Centerbridge Credit Partners Clayton, Dubilier & Rice Fund VII Clessidra Capital Partners Corsair III Financial Services Capital Partners CVI Global Value Fund Doughty Hanson & Co IV First Reserve Fund XI Investitori Associati III J.C. Flowers II KKR 2006 Fund KKR Millennium Fund Lehman Crossroads Fund XVII Lehman Crossroads Fund XVIII Large-cap Buyout Lehman Crossroads Fund XVIII Mid-cap Buyout Lehman Crossroads Fund XVIII Special Situations Lehman Crossroads Fund XVIII Venture Capital Lightyear Fund II Madison Dearborn Capital Partners V OCM Opportunities Fund VIIb OCM Principal Opportunities Fund IV Platinum Equity Capital Partners II Prospect Harbor Credit Partners
Asset Class Buyout Buyout Buyout Buyout Buyout Buyout Growth Equity Buyout Special Situations Buyout Buyout Buyout Special Situations Buyout Buyout Buyout Buyout Buyout Buyout Diversified Buyout Buyout Special Situations Venture / Growth Buyout Buyout Special Situations Buyout Special Situations Special Situations
26
Fund Investments Sankaty Credit Opportunities III Summit Partners Europe Private Equity Fund Sun Capital Partners V Terra Firma Capital Partners III Thomas H. Lee Equity Fund VI Trident IV Warburg Pincus Private Equity VIII Wayzata Opportunities Fund II Welsh, Carson, Anderson & Stowe X
Asset Class Special Situations Growth Equity Special Situations Buyout Buyout Buyout Buyout Special Situations Buyout
Direct Co-investments Avaya, Inc. Dresser Holdings, Inc. Edgen Murray Corporation Energy Future Holdings Corp. (f/k/a TXU Corp.) First Data Corporation Firth Rixson, plc (Equity) Firth Rixson, plc (Mezzanine) Freescale Semiconductor, Inc. GazTransport & Technigaz S.A.S. Group Ark Insurance Holdings Limited Kyobo Life Insurance Co., Ltd. Linn Energy, LLC MaRI Holdings Limited Press Ganey Associates, Inc. Sabre Holdings Corporation Seventh Generation, Inc. TPF Genco Holdings, LLC Unión Radio
Asset Class Buyout Buyout Buyout Buyout Buyout Buyout Special Situations Buyout Buyout Buyout Buyout Buyout Buyout Buyout Buyout Growth Equity Buyout Buyout
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 Company Name
Company Status
Company Name
Company Status
Affinion Group Holdings Inc
Privately-Held
Linn Energy, LLC
Publicly-Traded
Avaya, Inc.
Privately-Held
Nielsen Company
Privately-Held
California Highwind Power
Privately-Held
Nycomed Holdings A/S
Privately-Held
Dresser Holdings, Inc.
Privately-Held
Power Holdings Inc.
Privately-Held
Edgen Murray Corporation
Privately-Held
Sabre Holdings Corporation
Privately-Held
Energy Future Holdings (f/k/a TXU Corp.) **
Privately-Held
ServiceMaster Company
Privately-Held
First Data Corporation **
Privately-Held
Terra-Gen Power, LLC
Privately-Held
Firth Rixson, plc **
Privately-Held
TPF Genco Holdings, LLC
Privately-Held
Group Ark Insurance Holdings Limited
Privately-Held
U.S. Foodservice Inc
Privately-Held
HD Supply Company **
Privately-Held
Unity Media
Privately-Held
Approximately $19 million of our private equity portfolio was comprised of companies with publiclytraded 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%
Total Asset Ratio (Debt to Value)
Defined as total debt and current liabilities divided by Restricted NAV – Restricted NAV is defined as the value of private equity investments (less any restricted value) plus cash and cash equivalents
The total asset ratio is not to exceed 50.0%
At 28 February 2009, the total asset ratio was 26.0%
Defined as total debt and current liabilities divided by Secured Assets
Secured Asset Ratio
– Secured Assets are defined as the value of secured private equity investments plus cash and cash equivalents
The secured asset ratio is not to exceed 80.0%
At 28 February 2009, the secured asset ratio was 35.7%
Defined as Restricted Total Exposure divided by the aggregate of shareholder’s equity and the total amount of the credit facility
Commitment Ratio
– 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 forwardlooking 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
Lehman Brothers Private Equity Partners
Table of Contents I.
Investment Manager Update
II.
Financial Performance Update
III.
Market Performance
IV.
Financial Position & Corporate Developments
V.
Value Proposition
_____________________________________________________________ Appendices A.
Additional Portfolio Information
B.
Credit Facility Covenant Tests
Investment Manager Update
LBPE Investment Manager Update The management buyout of Neuberger Berman and the fixed income and alternative asset management businesses of Lehman Brothers’ Investment Management Division is scheduled to close on 30 April 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 Non-Traditional
Traditional Equity
Fixed Income
NB Alternatives
Hedge Funds
U.S. Equity
Cash & Short Duration
Private Equity Fund of Funds
Equity
International/Global Equity
Tax-exempt
Co-investments
Fixed Income
Quantitative
Investment Grade
Secondaries
Quantitative
Non-Investment Grade
Hedge Funds Fund of Funds
Commodities
Specialty
Alternative Investment Solutions Capital Analytics
2
NB Alternatives – Private Equity Premier private equity funds of funds NB Alternatives – Private Equity Fund of Funds
Secondary Investments
Co-investments
Approximately $11 billion of commitments managed
Approximately 185 professionals
Over 20 years as private equity investor
Global presence with offices in U.S., Europe and Asia
Serving over 150 institutional investors
Competitive Advantages
Team
Access, Diligence and Selection
Track Record
Secondaries and Co-investments
Tactical Asset Allocation
Reporting and Investor Services
Portfolio Construction
Flagship and Custom Funds
3
NB Alternatives – Private Equity Team Large, diverse and experienced team
Investment Team
Investor Services
~ 50 Professionals
~ 135 Professionals
– Led by Fund of Funds Investment Committee with over 200 years of collective private equity experience
– CPAs, accountants, analysts, computer programmers and other professionals – Extensive proprietary private equity systems and database – Sophisticated investor servicing capabilities • Fund accounting and reporting • Consolidated performance analysis • Risk management services • Transaction management
– Experienced team of senior professionals with diverse backgrounds • Investment management • Direct private equity investing • Corporate finance • Venture-backed companies • Legal, tax and structuring
Focused on three disciplines…
Fund of Funds
Secondary Investments
4
Co-investments
Financial Performance Update
LBPE Financial Performance Update ($ in millions, except per share values)
28 February 2009 (Unaudited Monthly)
Fund Investments
31 December 2008 (Current Estimate)
31 December 2007 (Audited)
$357.3
$359.0
$326.4
$88.0
$89.8
$94.2
Total Private Equity Investments
$445.4
$448.7
$420.6
Private Equity Investment Level
107%
104%
75%
$114.1
$139.2
$145.3
($137.0)
($151.9)
-
($5.0)
($6.1)
($3.5)
$417.5
$429.9
$562.5
$8.13
$8.19
$10.37
Direct Co-investments
Cash and Cash Equivalents Credit Facility Net Other Assets (Liabilities), including Minority Interest Net Asset Value Net Asset Value per Share
Portfolio Highlights
Cash and available credit facility exceed unfunded private equity commitments by $52 million
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 Drawdowns $38.5 $52.6 $6.5 $97.6
$0.3
Buyout Special Situations Growth / Venture Total
$25 $1.5
$20
$18.8
$14.8
$15 $0.9 $2.7 $10
$1.3 $0.2
$0.7
$5.9
$4.3
$5.1 $5
$10.4
$10.2 $8.3 $4.1
$1.7
$0 Jul-08
Aug-08 Buyout
Sep-08
Oct-08
Nov-08
Special Situations
6
$0.2 $1.8
$2.7
$1.6 $1.0 $1.1
$1.8
Dec-08
Jan-09
Feb-09
Growth / Venture
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
28-Feb-2009 Preliminary Valuations by Date of Information
Private Coinvestments through 31-Dec-2008 20% Fund Investments through 31-Dec-2008 57%
Credit Related Funds and Public Securities as of 28-Feb-2009 20%
Fund and Coinvestments through 30-Sept-2008 3% ___________________________ Note: As of 28 February 2009.
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 $10.50
$10.37
$0.16
$10.00 $9.50 $9.00
($1.43)
$8.50
$0.10
$8.00
$0.27
$0.01
$8.13
($1.06) ($0.29)
$7.50 $7.00 Net Asset Value Per Share 31 December 2007
Private Equity Net Realized Gains (Losses)
Net Unrealized Change in Privately Held PE Investments
Net Interest and Foreign Operating Accretive Unrealized Dividends, Exchange Expenses & Share Change in including Adjustments Other Repurchases Credit Mezzanine Related & Public PE Investments
___________________________ Note: As of 28 February 2009. Past performance is not indicative of future results.
8
Net Asset Value Per Share 28 February 2009
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
Performance by Asset Class
Large-cap buyout: TVPI
– Lower public market comparables, higher degrees of leverage and weakening operating performance led to reduced valuations at the end of 2008
1.4x 1.23x
1.2x
Mid-cap buyout:
1.09x 1.03x
– Valuations declined across much of the portfolio but to a lesser degree than large-cap buyout
1.0x
– Lower valuations were offset by unrealized gains in the value of certain mid-cap buyout co-investments
0.8x
Special situations:
0.6x
1.01x
1.03x 0.94x
0.74x 0.69x
– Unrealized losses principally related to mark-tomarket adjustments on debt securities purchased by trading and restructuring funds
1.14x 1.09x
0.4x 0.2x
Growth equity / venture capital: 0.0x
– Positive returns were driven by strong operating performance at two of the larger companies in the portfolio
Large-cap Mid-cap Buyout Buyout 31-Dec-07 Audited
Special Situations
Growth / Fund XVII Venture 28-Feb-09 Monthly
___________________________ Note: As of 28 February 2009. Past performance is not indicative of future results. TVPI represents the total value to paid-in multiple. Lehman Crossroads Fund XVII is a fund of funds portfolio diversified across all four asset classes.
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 the J-curve with a majority of the capital deployed in 2008
TVPI
1.2x 1.05x
It is not unusual for distressed portfolios to have initial negative returns as managers build their investment positions
1.00x
By investing primarily in debt securities, the distressed portfolios should provide downside protection
LBPE’s special situations trading strategy portfolio was negatively affected by the performance of the sole fund utilizing material leverage at the fund level
0.92x 0.85x 0.77x
0.8x
If managers are making appropriate credit selections, we would expect the distressed portfolios to appreciate rapidly when markets begin to stabilize
1.00x
1.0x
0.81x
0.60x
0.6x
0.4x
0.2x
0.0x Trading
Restructuring Operational Other (Fund Turnaround XVIII & Mezzanine)
31-Dec-07 Audited ___________________________ Note: As of 28 February 2009. Past performance is not indicative of future results. TVPI represents the total value to paid-in multiple.
10
28-Feb-2009 Monthly
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 1.37x
1.34x
1.4x
1.23x
1.2x
1.14x
1.12x
1.05x
1.02x
1.04x
1.00x 0.94x
1.0x 0.82x
0.80x
0.81x
0.86x
0.99x 0.85x
0.82x 0.75x
0.8x 0.66x
0.6x
0.59x
0.4x 0.2x 0.0x 2000 & Earlier
2001
2002
2003
2004
2005
31-Dec-07 Audited
2006
2007
2008
Fund XVII
Fund XVIII
28-Feb-09 Preliminary
___________________________ Note: As of 28 February 2009. Past performance is not indicative of future results. Lehman Crossroads Fund XVII is a fund of funds portfolio diversified principally across 2004, 2005 and 2006 vintages. Lehman Crossroads Fund XVIII is a fund of funds portfolio diversified principally across 2006, 2007 and 2008 vintages.
11
LBPE Co-investment Performance From 31 December 2007 through 28 February 2009, the multiple on LBPE’s coinvestment portfolio decreased from 1.08x to 0.98x. To date, our mid-cap buyout coinvestments (67% of the co-investment portfolio value) have performed relatively well with a 1.25x multiple
# Co-investments
28-Feb-2009 Fair Value ($mm)
Total Value to Paid-in Capital
% of Fair Value
< 0.5x
3
$3.7
0.24x
4.2%
0.5x - 1.0x
8
31.5
0.69x
35.8%
Held at Cost
2
1.0
1.00x
1.1%
1.0x - 2.0x
5
20.6
1.21x
23.3%
2.0x +
2
31.3
2.24x
35.6%
20
$88.0
0.98x
100.0%
# Co-investments
28-Feb-2009 Fair Value ($mm)
Total Value to Paid-in Capital
% of Fair Value
5
$18.4
0.52x
20.8%
13
60.4
1.25x
68.6%
Other Co-investments
2
9.3
0.89x
10.6%
Total Co-investments
20
$88.0
0.98x
100.0%
Multiple Range
Total Co-investments
Asset Class Large-cap Buyout Mid-cap Buyout
___________________________ 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 $8.13
$8.00 $7.00 $6.00 $5.00 $4.00 $3.00
$1.69 (79.2% Discount)
$2.00 $1.00 12-Mar-08
30-June-08
30-Sept-08
31-Dec-08
Volume (000's) 400 200 0 Daily Trading Volume
Net Asset Value per Share
___________________________ Source: NYSE Euronext. Past performance is not indicative of future results.
13
Price per Share
12-Mar-09
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 Summary of Net Asset Value Per Share
28 February 2009
Net Asset Value per Share Minus: Net Cash, Public Equity Securities and Credit Related Fund Investments Per Share Private Investments per Share
$8.13 ($1.08) $7.05
Closing Share Price (12-March-09) Minus: Net Cash, Public Equity Securities and Credit Related Fund Investments Per Share Market Value of Private Investments per Share Private Investments Premium (Discount) to Private Equity NAV
$1.69 ($1.08) $0.61 (91.3%)
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
Total Private Equity Investments
$445.4
Private Equity Investment Level
107%
Unfunded Private Equity Commitments
$175.6
Total Private Equity Exposure
$621.0
Over-commitment Level
49%
Cash and Cash Equivalents
$114.1
Undrawn Credit Facility
$113.3
Total Capital Resources
$227.5
Excess Capital Resources Over Unfunded Commitments ___________________________ Note: As of 28 February 2009.
15
$51.8
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
Month July 2008 August 2008 September 2008 October 2008 November 2008 December 2008 January 2009 February 2009 Total
Liquidity Enhancement Program Activity Weighted Average Repurchase # of Shares Repurchased Price per Share 56,349 $7.93 164,617 $7.82 174,458 $6.74 216,493 $4.72 218,956 $2.41 881,264 $1.51 723,829 $2.60 458,312 $2.34 2,894,278 $3.02
___________________________ Note: As of 28 February 2009.
20
Recent Corporate Actions
Maintained a conservative capital structure with $52 million of excess capital resources as of February
Initiated re-branding of the Company to NB Private Equity Partners Limited – “NBPE”
Reached a new lock-up agreement with the Lehman Brothers estate
Extended the liquidity enhancement agreement to improve trading liquidity in the stock and make accretive share repurchases at depressed prices
Delivered high quality investor reporting
21
Value Proposition
LBPE Value Proposition We continue to believe that LBPE offers a compelling investment opportunity
Experienced Investment Manager with a strong long-term track record
High quality private equity portfolio – Top-tier managers with proven success – Robust allocation to special situations / distressed – High quality co-investment program with proprietary access
High quality and transparent reporting
Conservative capital structure – Cash and the available credit facility exceed unfunded private equity commitments by $52 million – $114 million of cash and cash equivalents and $113 million undrawn on our credit facility
___________________________ Note: As of 28 February 2009.
22
Additional Portfolio Information
LBPE Vintage Year Diversification 31% of LBPE’s vintage year 2007 portfolio, and 90% of the 2008 portfolio, is dedicated to special situations / distressed investments
($ in millions)
Buyout Funds Buyout Co-investments Special Situations Funds Special Situations Co-investments Growth / Venture Secondary Purchases Total
Buyout Funds Buyout Co-investments Special Situations Funds Special Situations Co-investments Growth / Venture Secondary Purchases Total
<=2004 $46.9 0.2 3.1 1.4 $51.6
<=2004 91% 0% 0% 0% 6% 3% 100%
___________________________ Note: As of 28 February 2009. Certain figures may not total due to rounding.
23
2005 $41.7 0.7 1.9 5.0 6.7 $56.1
Vintage Year 2006 $100.4 22.7 15.4 5.7 0.6 $144.7
2007 $33.7 58.2 45.7 0.2 9.5 0.0 $147.3
2008 $0.2 2.6 33.4 7.9 1.6 $45.7
2005 74% 1% 3% 0% 9% 12% 100%
Vintage Year 2006 69% 16% 11% 0% 4% 0% 100%
2007 23% 39% 31% 0% 6% 0% 100%
2008 0% 6% 73% 17% 3% 0% 100%
LBPE Portfolio Diversification Diversification based on the fair value of private equity investments at 28 Feb. 2009: 1 Private Equity Asset Class
Vintage Year
Buyout Funds 50%
2003 2%
2002 2% 2001 4%
Special Sit Funds 22%
Secondary Purchases 2%
Special Sit Coinvest 2%
2007 33%
Growth / Venture 5%
2008 11%
2000 & Earlier 2009 1% 0%
Industry
Geography Energy / Utilities 23% North America 76%
2005 2004 13% 2%
2006 32%
Buyout Coinvest 19%
Europe 20%
Financial Services 10%
Consumer / Retail 8%
Diversified / Undisclosed / Other 20%
Asia / Rest of World 4%
Transport. 2%
24
Industrials 10%
Technology / IT 8% Comm. / Business Media Services 6% 5%
Healthcare 8%
LBPE Portfolio Diversification Diversification based on total private equity exposure at 28 February 2009: 1 Private Equity Asset Class
Vintage Year
Buyout Coinvest 15%
2005 2004 12% 2%
2006 31%
2003 2% 2002
Special Sit Funds 21%
Buyout Funds 53%
Secondary Purchases 2%
Special Sit Coinvest Growth / 1% Venture 8%
2008 11%
2007 35%
2% 2001 3% 2000 & Earlier 2009 1% 1%
Industry
Geography Energy / Utilities 21%
Europe 24%
Industrials 12% Financial Services 11%
Diversified / Undisclosed / Other 15%
North America 72% Asia / Rest of World 4%
Transport. 3% Business Services 6%
25
Consumer / Retail 9% Technology / IT Healthcare 8% Comm. / 8% Media 7%
Private Equity Investment Portfolio The following is a list of our private equity investments as of 28 February 2009 Fund Investments AIG Highstar Capital II American Capital Equity II Apollo Investment Fund V Aquiline Financial Services Fund ArcLight Energy Partners Fund IV Avista Capital Partners Bertram Growth Capital I Carlyle Europe Partners II Centerbridge Credit Partners Clayton, Dubilier & Rice Fund VII Clessidra Capital Partners Corsair III Financial Services Capital Partners CVI Global Value Fund Doughty Hanson & Co IV First Reserve Fund XI Investitori Associati III J.C. Flowers II KKR 2006 Fund KKR Millennium Fund Lehman Crossroads Fund XVII Lehman Crossroads Fund XVIII Large-cap Buyout Lehman Crossroads Fund XVIII Mid-cap Buyout Lehman Crossroads Fund XVIII Special Situations Lehman Crossroads Fund XVIII Venture Capital Lightyear Fund II Madison Dearborn Capital Partners V OCM Opportunities Fund VIIb OCM Principal Opportunities Fund IV Platinum Equity Capital Partners II Prospect Harbor Credit Partners
Asset Class Buyout Buyout Buyout Buyout Buyout Buyout Growth Equity Buyout Special Situations Buyout Buyout Buyout Special Situations Buyout Buyout Buyout Buyout Buyout Buyout Diversified Buyout Buyout Special Situations Venture / Growth Buyout Buyout Special Situations Buyout Special Situations Special Situations
26
Fund Investments Sankaty Credit Opportunities III Summit Partners Europe Private Equity Fund Sun Capital Partners V Terra Firma Capital Partners III Thomas H. Lee Equity Fund VI Trident IV Warburg Pincus Private Equity VIII Wayzata Opportunities Fund II Welsh, Carson, Anderson & Stowe X
Asset Class Special Situations Growth Equity Special Situations Buyout Buyout Buyout Buyout Special Situations Buyout
Direct Co-investments Avaya, Inc. Dresser Holdings, Inc. Edgen Murray Corporation Energy Future Holdings Corp. (f/k/a TXU Corp.) First Data Corporation Firth Rixson, plc (Equity) Firth Rixson, plc (Mezzanine) Freescale Semiconductor, Inc. GazTransport & Technigaz S.A.S. Group Ark Insurance Holdings Limited Kyobo Life Insurance Co., Ltd. Linn Energy, LLC MaRI Holdings Limited Press Ganey Associates, Inc. Sabre Holdings Corporation Seventh Generation, Inc. TPF Genco Holdings, LLC Unión Radio
Asset Class Buyout Buyout Buyout Buyout Buyout Buyout Special Situations Buyout Buyout Buyout Buyout Buyout Buyout Buyout Buyout Growth Equity Buyout Buyout
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 Company Name
Company Status
Company Name
Company Status
Affinion Group Holdings Inc
Privately-Held
Linn Energy, LLC
Publicly-Traded
Avaya, Inc.
Privately-Held
Nielsen Company
Privately-Held
California Highwind Power
Privately-Held
Nycomed Holdings A/S
Privately-Held
Dresser Holdings, Inc.
Privately-Held
Power Holdings Inc.
Privately-Held
Edgen Murray Corporation
Privately-Held
Sabre Holdings Corporation
Privately-Held
Energy Future Holdings (f/k/a TXU Corp.) **
Privately-Held
ServiceMaster Company
Privately-Held
First Data Corporation **
Privately-Held
Terra-Gen Power, LLC
Privately-Held
Firth Rixson, plc **
Privately-Held
TPF Genco Holdings, LLC
Privately-Held
Group Ark Insurance Holdings Limited
Privately-Held
U.S. Foodservice Inc
Privately-Held
HD Supply Company **
Privately-Held
Unity Media
Privately-Held
Approximately $19 million of our private equity portfolio was comprised of companies with publiclytraded 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.
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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%
Total Asset Ratio (Debt to Value)
Defined as total debt and current liabilities divided by Restricted NAV – Restricted NAV is defined as the value of private equity investments (less any restricted value) plus cash and cash equivalents
The total asset ratio is not to exceed 50.0%
At 28 February 2009, the total asset ratio was 26.0%
Defined as total debt and current liabilities divided by Secured Assets
Secured Asset Ratio
– Secured Assets are defined as the value of secured private equity investments plus cash and cash equivalents
The secured asset ratio is not to exceed 80.0%
At 28 February 2009, the secured asset ratio was 35.7%
Defined as Restricted Total Exposure divided by the aggregate of shareholder’s equity and the total amount of the credit facility
Commitment Ratio
– 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.
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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.
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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 forwardlooking 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.
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