UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
FINAL AMENDMENT
PARTNERS GROUP PRIVATE EQUITY FUND, LLC
(Name of Subject Company (Issuer))
PARTNERS GROUP PRIVATE EQUITY FUND, LLC
(Name of Filing Person(s) (Issuer))
LIMITED LIABILITY COMPANY INTERESTS
(Title of Class of Securities)
N/A
(CUSIP Number of Class of Securities)
Robert M. Collins
Partners Group Private Equity Fund, LLC
1114 Avenue of the Americas, 37th Floor
New York, NY 10036
(212) 908-2600
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Filing Person(s))
With a copy to:
Joshua B. Deringer, Esq.
Faegre Drinker Biddle & Reath LLP
One Logan Square, Ste. 2000
Philadelphia, PA 19103-6996
(215) 988-2700
July 30, 2026
(Date Tender Offer First Published,
Sent or Given to Security Holders)
[ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
[ ] third-party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: [X]
This Final Amendment relates to the Issuer Tender Offer Statement on Schedule TO (the “Statement”) originally filed on July 30, 2026 by Partners Group Private Equity Fund, LLC (formerly, Partners Group Private Equity (Master Fund), LLC) (the “Fund”) in connection with an offer by the Fund (the “Offer”) to purchase limited liability company units of the Fund (the “Units”) in an aggregate amount of up to 5% of the Fund’s net asset value as of September 30, 2026 (the “Valuation Date”), upon the terms and subject to the conditions set forth in the Offer to Purchase and the Letter of Transmittal filed as Exhibits B and C to the Statement (the “Offer to Purchase”).
This is the Final Amendment to the Statement and is being filed to report the results of the Offer. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Offer to Purchase.
The following information is furnished pursuant to Rule 13e-4(c)(4):
| 1. | Holders of Units in the Fund ("Members") that desired to tender Units, or a portion thereof, for purchase were required to submit their tenders by 11:59 p.m., Eastern Time, August 26, 2026. |
| 2. | The aggregate net asset value of the Units validly tendered and not withdrawn prior to the expiration of the Offer was $2,208,776,044.73. In accordance with the terms of the Offer, the Fund accepted for purchase from Members, on a pro rata basis based on the number of Units tendered, Units with an aggregate net asset value of $728,434,461.77, representing 5% of the Fund’s aggregate net asset value as of the Valuation Date. |
| 3. | The payment of the purchase price of the Units tendered was made in the form of promissory notes issued to Members whose tenders were accepted for purchase by the Fund in accordance with the terms of the Offer. The promissory notes were held by State Street Bank and Trust Company, the Fund's administrator, on behalf of such Members, in accordance with the terms of the Offer. The Fund paid to the tendering Unitholders a total of $728,256,613.48, representing the net asset value as of the Valuation Date of the total amount of Units tendered by Unitholders and accepted for purchase by the Fund, less applicable early repurchase fees, upon the terms and subject to the conditions set forth in the Offer to Purchase. |
Except as specifically provided herein, the information contained in the Statement, as amended, and the Transmittal Letter remains unchanged and this Final Amendment does not modify any of the information previously reported on the Statement, as amended, or the Transmittal Letter.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| PARTNERS GROUP PRIVATE EQUITY FUND, LLC | ||
| By: | /s/ Robert M. Collins | |
| Name: | Robert M. Collins | |
| Title: | President | |
October 29, 2026
EXHIBIT INDEX
EXHIBIT