NB Crossroads Private Markets Fund VI LP (the “Partnership”) invests substantially all of its assets in NB Crossroads Private Markets Fund VI Holdings LP (the “Master Fund”). The percentage of the Master Fund’s partners’ equity owned by the Partnership at December 31, 2022, was 82.78%. The Partnership has included the Master Fund’s schedule of investments as of December 31, 2022, below. The Master Fund’s schedule of investments was also filed on Form NPORT-EX with the Securities and Exchange Commission on March 1, 2023.
NB Crossroads Private Markets Fund VI Holdings LP
Schedule of Investments
December 31, 2022 (Unaudited)
| Investments / Co-investments (A),(B),(D) | Acquisition Type | Acquisition Dates (C) | Geographic Region (E) | Cost | Fair Value | |||||||||
| Large-cap Buyout (25.84%) | ||||||||||||||
| BC Partners XI GD - I LP | Primary | 07/2021-09/2022 | Europe | $ | 3,045,290 | $ | 3,020,539 | |||||||
| Boom Co-Invest B, L.P. | Co-Investment | 09/2021 | North America | 4,805,142 | 4,806,289 | |||||||||
| Clayton, Dubilier & Rice Fund XI, L.P. | Primary | 09/2021-11/2022 | North America | 4,282,959 | 4,383,136 | |||||||||
| Hellman & Friedman Capital Partners X (Parallel), L.P. | Primary | 11/2021-02/2022 | North America | 4,852,019 | 4,365,953 | |||||||||
| KKR Apple Co-Invest L.P. | Co-Investment | 09/2021-11/2021 | North America | 5,173,770 | 5,691,147 | |||||||||
| KKR Leo Co-Invest L.P. | Co-Investment | 06/2021 | Asia | 1,606,324 | 2,869,454 | |||||||||
| KKR Oculus Co-Invest L.P. | Co-Investment | 11/2020 | North America | 2,100,000 | 2,835,019 | |||||||||
| KKR Redwood Co-Invest L.P. | Co-Investment | 07/2020 | North America | 1,349,413 | 1,802,586 | |||||||||
| Magenta Blocker Aggregator LP | Co-Investment | 07/2021-12/2022 | North America | 1,866,895 | 2,707,845 | |||||||||
| NB RR Co-Invest LP | Co-Investment | 10/2020-11/2022 | North America | 4,455,114 | 6,382,497 | |||||||||
| Project Metal Co-Invest Fund, L.P. | Co-Investment | 10/2021 | North America | 5,703,040 | 3,570,667 | |||||||||
| Project Stream Co-Invest Fund, L.P. | Co-Investment | 10/2021 | North America | 5,705,878 | 4,157,879 | |||||||||
| RealPage Parent, LP (F) | Co-Investment | 04/2021 | North America | 4,100,000 | 4,389,460 | |||||||||
| RL Co-Investor Aggregator II L.P. | Co-Investment | 03/2022 | North America | 1,892,639 | 1,880,774 | |||||||||
| RL Co-Investor Aggregator L.P. | Co-Investment | 05/2022 | North America | 2,137,253 | 2,117,931 | |||||||||
| Silver Lake Partners VI, L.P. | Primary | 01/2021-09/2022 | North America | 4,646,975 | 4,690,354 | |||||||||
| THL Fund Investors (Altar), L.P. | Co-Investment | 02/2022 | North America | 3,510,097 | 4,387,485 | |||||||||
| Thoma Bravo XIV- A, L.P. | Primary | 04/2021-12/2022 | North America | 7,555,462 | 7,059,731 | |||||||||
| TPG Asia VI Digs 1 L.P. (F) | Co-Investment | 11/2020 | Asia | 3,227,764 | 2,373,973 | |||||||||
| TPG Jedi CoInvest, L.P. | Co-Investment | 07/2020-11/2022 | North America | 1,811,616 | 2,404,493 | |||||||||
| 73,827,650 | 75,897,212 | |||||||||||||
| Small and Mid-cap Buyout (52.86%) | ||||||||||||||
| AAI FG Holdco L.P. | Co-Investment | 09/2020 | Europe | 2,802,532 | 4,236,086 | |||||||||
| Advent Global Technology Fund II-C Limited Partnership | Primary | 02/2022-09/2022 | North America | 4,020,000 | 4,188,296 | |||||||||
| AFC Acquisitions, Inc. (F) | Co-Investment | 04/2021-12/2022 | North America | 3,891,808 | 4,942,220 | |||||||||
| Austin Co-Investment, L.P.2 | Co-Investment | 03/2021 | North America | 529,052 | 6,610,700 | |||||||||
| BC Partners Galileo (1) L.P. | Secondary | 07/2021-07/2022 | Europe | 5,501,736 | 7,083,091 | |||||||||
| Breakaway Co-Investment Holdings LP | Co-Investment | 10/2021 | North America | 2,282,908 | 225,145 | |||||||||
| Charlesbank Equity Fund X, L.P. | Primary | 09/2021-11/2022 | North America | 5,038,919 | 5,746,039 | |||||||||
| CIMI Holdings L.P. | Co-Investment | 09/2020 | North America | 1,700,000 | 4,517,703 | |||||||||
| Compass Syndication L.P. | Co-Investment | 10/2021-12/2021 | North America | 1,109,383 | 1,177,000 | |||||||||
| Crosspoint Capital Fund I, LP | Primary | 04/2021-12/2022 | North America | 8,997,084 | 9,389,168 | |||||||||
| EMK Capital Partners II LP | Primary | 09/2021-10/2022 | Europe | 4,181,414 | 4,993,160 | |||||||||
| Ethos Capital Investments A LP | Primary | 10/2021-12/2022 | North America | 2,974,149 | 6,454,535 | |||||||||
| Evidence Co-Invest LP | Co-Investment | 12/2020-12/2022 | North America | 3,917,660 | 4,358,321 | |||||||||
| Goldeneye Holdings Parent, LP (F) | Co-Investment | 07/2021 | North America | 1,800,000 | 1,728,000 | |||||||||
| Green Equity Investors Offshore Fund IX, L.P. | Primary | - | North America | - | - | |||||||||
| Greenbriar Equity Fund V, L.P. | Primary | 08/2021-08/2022 | North America | 7,295,262 | 9,342,254 | |||||||||
| Highline PPC FT Holdings LLC (G) | Co-Investment | 11/2020 | North America | 2,690,000 | 2,690,161 | |||||||||
| Horizon Co-Investment, L.P. | Co-Investment | 06/2022 | North America | 3,204,397 | 3,200,000 | |||||||||
| Itelyum Co-Investment LP | Co-Investment | 09/2021 | Europe | 5,512,630 | 8,014,523 | |||||||||
| JLL MedeAnalytics Co-Invest, L.P. | Co-Investment | 11/2020-12/2022 | North America | 828,582 | 360,000 | |||||||||
| Madison Dearborn Capital Partners VIII-C, L.P. | Primary | 04/2021-10/2022 | North America | 623,701 | 646,099 | |||||||||
| New Mountain Partners VI, L.P. | Primary | 03/2021-12/2022 | North America | 3,459,025 | 3,800,000 | |||||||||
| Nordic Capital X Alpha, L.P. | Primary | 05/2021-12/2022 | Europe | 5,461,657 | 6,584,128 | |||||||||
| Oakley Capital IV Co-Investment (B) SCSp | Co-Investment | 02/2021 | Europe | 2,451,704 | 1,398,576 | |||||||||
| Oakley Capital IV Co-Investment (C) SCSp | Co-Investment | 09/2021 | Europe | 592,534 | 315,094 | |||||||||
| Oakley Capital V-B2 SCSp | Primary | 05/2022-10/2022 | Europe | 1,034,144 | 907,922 | |||||||||
| Patriot SPV, L.P. | Secondary | 03/2021-10/2022 | North America | 3,412,630 | 4,696,480 | |||||||||
| PPC III-A LP | Primary | 03/2021-12/2022 | North America | 9,261,458 | 11,604,393 | |||||||||
| Prime Acquisitions Holdco, LP | Co-Investment | 08/2021 | North America | 5,008,333 | 5,007,615 | |||||||||
| Riverside Fund V CF-B, L.P. | Secondary | 03/2021-09/2022 | North America | 3,237,314 | 3,688,633 | |||||||||
| SPH Acquisitions, Inc. (F) | Co-Investment | 12/2020 | North America | 1,300,000 | 1,565,176 | |||||||||
| Summit Partners Co-Invest (Lions), L.P. | Co-Investment | 10/2020-09/2022 | North America | 2,755,317 | 3,630,195 | |||||||||
| Tailwind TPRC Investor, LP | Co-Investment | 01/2021-09/2022 | North America | 1,822,658 | 2,957,423 | |||||||||
| THL HT Parallel SPV, L.P. | Secondary | 12/2020-07/2022 | North America | 4,058,974 | 6,382,542 | |||||||||
| Thoma Bravo Discover Fund III-A, L.P. | Primary | 06/2021-08/2022 | North America | 7,371,649 | 8,000,259 | |||||||||
| Thomas H. Lee Parallel Fund IX L.P. | Primary | 01/2022-12/2022 | North America | 2,637,169 | 2,449,486 | |||||||||
| VSC Precision Medical LLC (F)(G) | Co-Investment | 11/2020-11/2022 | North America | 1,954,918 | 2,333,821 | |||||||||
| 124,720,701 | 155,224,244 | |||||||||||||
NB Crossroads Private Markets Fund VI Holdings LP
Schedule of Investments (continued)
December 31, 2022 (Unaudited)
| Investments / Co-investments (A),(B),(D) | Acquisition Type | Acquisition Dates (C) | Geographic Region (E) | Cost | Fair Value | |||||||||
| Special Situations (6.56%) | ||||||||||||||
| CB Starfish TopCo, L.P. | Co-Investment | 08/2021 | North America | 419,553 | 1,100,000 | |||||||||
| Centerbridge Capital Partners IV, L.P. | Primary | 12/2021-05/2022 | North America | 5,146,200 | 7,600,000 | |||||||||
| NS KMS Investment LLC (G) | Co-Investment | 11/2020-06/2022 | North America | 4,041,771 | 3,526,400 | |||||||||
| Rothwell Ventures Ultimate Feeder I (Cayman) L.P. | Secondary | 09/2021-10/2022 | North America | 3,992,701 | 7,027,721 | |||||||||
| 13,600,225 | 19,254,121 | |||||||||||||
| Venture Capital (11.18%) | ||||||||||||||
| ACME Fund IV, LP | Primary | 12/2021-09/2022 | North America | 1,633,447 | 1,491,766 | |||||||||
| Blackstone Growth L.P. | Primary | 01/2021-10/2022 | North America | 6,298,308 | 5,937,439 | |||||||||
| Blackstone Growth Mario Co-Invest L.P. | Co-Investment | 12/2020 | North America | 1,861,075 | 2,512,428 | |||||||||
| Dragoneer Opportunities Offshore Feeder V, L.P. | Primary | 01/2021-12/2022 | North America | 4,836,392 | 4,159,441 | |||||||||
| FV Ace Grades Partners, L.P. | Co-Investment | 07/2020 | Asia | 2,222,510 | 876,181 | |||||||||
| GGV Capital Fund VIII L.P. | Primary | 04/2021-12/2022 | North America | 3,424,000 | 3,963,652 | |||||||||
| GGV Capital Fund VIII Plus L.P. | Primary | 06/2021-12/2022 | North America | 736,000 | 774,724 | |||||||||
| Meritech Capital Partners VII L.P. | Primary | 11/2020-08/2022 | North America | 2,600,000 | 2,911,878 | |||||||||
| Meritech Capital SPV I L.P. | Co-Investment | 05/2021 | North America | 3,000,000 | 2,288,507 | |||||||||
| Summit Partners Co-Invest (Optmo), SCSp | Co-Investment | 10/2021 | Europe | 1,811,897 | 1,803,861 | |||||||||
| Summit Partners Venture Capital Fund V-B, L.P. | Primary | 05/2021-12/2022 | North America | 2,595,901 | 2,572,133 | |||||||||
| THL Automation Fund Investors (4K), L.P. | Co-Investment | 03/2021-09/2022 | North America | 2,507,857 | 3,528,364 | |||||||||
| 33,527,387 | 32,820,374 | |||||||||||||
| Short Term Investments | Cost | Fair Value | |||||||
| Money Market Fund (8.26%) | |||||||||
| Morgan Stanley Institutional Liquidity Fund Government Portfolio | 24,252,627 | 24,252,627 | |||||||
| 24,252,627 | 24,252,627 | ||||||||
| Total Investments (cost $269,928,590) (104.70%) | 307,448,578 | ||||||||
| Other Assets & Liabilities (Net) (-4.70%) | (13,815,435 | ) | |||||||
| Partners' Capital - Net Assets (100.00%) | $ | 293,633,143 | |||||||
| (A) | Non-income producing securities, which are restricted as to public resale and illiquid. | |
| (B) | Total cost of illiquid and restricted securities at December 31, 2022 aggregated $245,675,963. Total fair value of illiquid and restricted securities at | |
| December 31, 2022 was $283,195,951 or 96.44% of net assets. | ||
| (C) | Acquisition Dates cover from original investment date to the last acquisition date and is required disclosure for restricted securities only. | |
| (D) | All percentages are calculated as fair value divided by the Company's Partners' Capital - Net Assets. | |
| (E) | Geographic Region is based on where a Portfolio Fund is headquartered and may be different from where the Portfolio Fund invests. | |
| (F) | The fair value of the investment was determined using a significant unobservable input. | |
| (G) | This investment is made through the Master Fund's wholly owned subsidiary, NB CPMF VI B LLC. |
Valuation of Investments
NB Crossroads Fund VI Holdings LP (the “Master Fund”) computes its net asset value (“NAV”) as of the last business day of each fiscal quarter and at such other times as deemed appropriate by the Neuberger Berman Investment Advisers LLC (“Registered Investment Adviser”) and the NB Alternatives Advisers LLC (“Sub-Adviser”) in accordance with valuation principles set forth below, or as may be determined from time to time, pursuant to the valuation procedures (the “Procedures”) established by the Board of Managers of the Company (the “Board”).
The Board has approved the Procedures pursuant to which the Master Fund values its interests in the Portfolio Funds and other investments. The Board has delegated to the Sub-Adviser general responsibility for determining the value of the assets held by the Master Fund. The value of the Master Fund’s interests is based on information reasonably available at the time the valuation is made and the Sub-Adviser believes to be reliable.
It is expected that most of the Underlying Investments in which the Master Fund invests will meet the criteria set forth under the Financial Accounting Standards Board (“FASB”) ASC Topic 820, Fair Value Measurement (“ASC 820”) permitting the use of the practical expedient to determine the fair value of the Underlying Investments. ASC 820 provides that, in valuing alternative investments that do not have quoted market prices but calculate NAV per share or equivalent, an investor may determine fair value by using the NAV reported to the investor by the underlying investment. To the extent ASC 820 is applicable to an investment, the Sub-Adviser generally will value the Master Fund’s investment based primarily upon the value reported to the Master Fund by the Portfolio Fund or the lead investor of a Co-Investment as of each quarter-end, determined by the Underlying Investment in accordance with its own valuation policies.
FASB ASC 820-10, “Fair Value Measurements” establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). FASB ASC 820 provides three levels of the fair value hierarchy as follows:
| Level 1 | Unadjusted quoted prices in active markets for identical assets or liabilities that the Master Fund has the ability to access; |
| Level 2 | Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates, and similar data; |
| Level 3 | Unobservable inputs for the asset or liability to the extent that relevant observable inputs are not available, representing the Master Fund’s own assumptions about the assumptions that a market participant would use in valuing the asset or liability, and that would be based on the best information available. |
Most Portfolio Funds are structured as closed-end, commitment-based private investment funds to which the Master Fund commits a specified amount of capital upon inception of the Portfolio Fund (i.e., committed capital) which is then drawn down over a specified period of the Portfolio Fund's life. Such Portfolio Funds generally do not provide redemption options for investors and, subsequent to final closing, do not permit subscriptions by new or existing investors. Accordingly, the Master Fund generally holds interests in Portfolio Funds for which there is no active market, although, in some situations, a transaction may occur in the "secondary market" where an investor purchases a limited partner’s existing interest and remaining commitment.
Assumptions used by the Sub-Adviser due to the lack of observable inputs may significantly impact the resulting fair value and therefore the Master Fund’s results of operations and financial condition.
The following table presents the investments carried on the Statement of Assets, Liabilities and Partners’ Capital – Net Assets by level within the valuation hierarchy as of December 31, 2022.
| Level 1 | Level 2 | Level 3 | Net Asset Value | Total | ||||||||||||||||
| Assets: | ||||||||||||||||||||
| Large-cap Buyout | $ | - | $ | - | $ | 6,763,433 | $ | 69,133,779 | $ | 75,897,212 | ||||||||||
| Small and Mid-cap Buyout | - | - | 10,569,217 | 144,655,027 | 155,224,244 | |||||||||||||||
| Special Situations | - | - | - | 19,254,121 | 19,254,121 | |||||||||||||||
| Venture | - | - | - | 32,820,374 | 32,820,374 | |||||||||||||||
| Money Market Fund | 24,252,627 | - | - | - | 24,252,627 | |||||||||||||||
| Total | $ | 24,252,627 | $ | - | $ | 17,332,650 | $ | 265,863,301 | $ | 307,448,578 | ||||||||||
Significant Unobservable Inputs
As of December 31, 2022, the Master Fund had investments valued at $307,448,578. The fair value of investments valued at $265,863,301 in the Master Fund's Schedule of Investments have been valued at the unadjusted NAV reported by the managers of the investments.
The classification of an investment within Level 3 is based upon the significance of the unobservable inputs to the overall fair value measurement. The following table summarizes the valuation methodologies and inputs used for investments categorized in Level 3 as of December 31, 2022.
| Unobservable Inputs | |||||||||||||
| Investments | Fair Value 12/31/22 | Valuation Methodologies | Variable | Value/Range | Weighted Average1 |
||||||||
| Large-cap Buyout | 2,373,973 | Recent Transaction Value | Recent Transaction Value | N/A | N/A | ||||||||
| Large-cap Buyout | 4,389,460 | Market Approach | LTM EBITDA | 21.0x | 21.0x | ||||||||
| Small and Mid-cap Buyout | 6,507,396 | Market Approach | LTM EBITDA | 8.7 - 13.3x | 9.8x | ||||||||
| Small and Mid-cap Buyout | 1,728,000 | Market Approach | LTM Net Revenue | 12.0x | 12.0x | ||||||||
| Small and Mid-cap Buyout | 2,333,821 | Recent Transaction Value | LTM EBITDA | 14.7x | 14.7x | ||||||||
| Total | $ | 17,332,650 | |||||||||||
1 Inputs weighted based on fair value of investments in range.
During the period ended December 31, 2022, purchases of and sales from Level 3 investments were as follows:
| Purchases | Sales | |||||
| $ | 1,286,026 | $ | - | |||
During the period ended December 31, 2022 unrealized depreciation and realized gains from Level 3 investments were $43,429 and $0, respectively.
The Master Fund recognizes transfers into and out of the levels indicated above at the end of the reporting period. There were no transfers into or out of Level 3 during period ended December 31, 2022.
The estimated remaining life of the Master Fund’s Portfolio Funds as of December 31, 2022 is one to ten years, with the possibility of extensions by each of the Underlying Investments.