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

PARTNERS GROUP PRIVATE EQUITY (MASTER FUND), LLC

(Name of Subject Company (Issuer))

PARTNERS GROUP PRIVATE EQUITY (MASTER 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 (Master Fund), LLC

1114 Avenue of the Americas, 37^th 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

May 1, 2023

(Date Tender Offer First Published,
Sent or Given to Security Holders)

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer: [  ] 

Please note that just as each Member has the right to withdraw its tender prior to the Notice Due Date, the Fund has the right to cancel, amend or postpone the Offer at any time before the Notice Due Date. Also realize that although the Offer is scheduled to expire on May 26, 2023, a Member that tenders all its Units will remain a Member of the Fund through the Repurchase Date, notwithstanding the Fund’s acceptance of the Member’s Units for purchase.

(a)       The name of the issuer is “Partners Group Private Equity (Master Fund), LLC”. The Fund is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a closed-end, non-diversified management investment company, and is organized as a Delaware limited liability company. The principal executive office of the Fund is located at 1114 Avenue of the Americas, 37^th Floor, New York, New York, 10036 and its telephone number is (212) 908-2600.

(b)       The title of the securities that are the subject of the Offer is “limited liability company interests,” or portions thereof, in the Fund. As of the close of business on February 28, 2023, the net asset value of the Fund was $13,331,280,522.57. Subject to the conditions set out in the Offer, the Fund will purchase Units in an amount up to $666,600,000 of the net assets of the Fund that are tendered by and not withdrawn by Members as described above in Item 1.

(c)       There is no established trading market for the Units, and any transfer of a Unit is strictly limited by the terms of the LLC Agreement.

The name of the filing person (i.e., the Fund and the subject company) is “Partners Group Private Equity (Master Fund), LLC”. The Fund’s principal executive office is located at 1114 Avenue of the Americas, 37^th Floor, New York, New York, 10036 and the telephone number is (212) 908-2600. The investment manager of the Fund is Partners Group (USA) Inc. (the “Adviser”). The principal executive office of the Adviser is located at 1114 Avenue of the Americas, 37^th Floor, New York, New York, 10036. The managers on the Fund’s board of managers (the “Board of Managers”) are Lewis R. Hood, Jr., James F. Munsell, Stephen G. Ryan, Robert J. Swieringa and Robert M. Collins. The address for the Board of Managers is c/o Partners Group Private Equity (Master Fund), LLC at 1114 Avenue of the Americas, 37^th Floor, New York, New York, 10036.

(a) (1) (i)        Subject to the conditions set out in the Offer, the Fund will purchase Units in an amount up to approximately 5.00% of the net assets of the Fund that are tendered by Members by 11:59 p.m., Eastern Time, on May 26, 2023 (or if the Offer is extended, by any later Notice Due Date) and not withdrawn as described in Item 4(a)(1)(vi).

(ii)       The value of the Units tendered to the Fund for purchase will be based on the net asset value as of the close of business on June 30, 2023, or, if the Offer is extended, as of any later Valuation Date after the reduction for all fees, including any Early Repurchase Fee due to the Fund in connection with the repurchase, any required tax withholding and other liabilities of the Fund to the extent accrued or attributable to the Unit or portion thereof being repurchased. See Item 4(a)(1)(v) below.

A Member may tender all its Units or a portion of its Units. If a Member tenders some of its Units in an amount that would cause the Member’s remaining Class A Units to have a net asset value of less than $25,000, or would cause the Member’s remaining Class I Units to have a net asset value of less than $100,000, the Board of Managers reserves the right to reduce the amount to be repurchased from the Member so that the required minimum investment is maintained or to repurchase the remainder of the Member’s Units in the Fund. Each Member that tenders Units that are accepted for purchase will be given a Note, a non-interest bearing, non-transferable promissory note, promptly after the Notice Due Date. The Note will entitle the Member to be paid an amount equal to the value, determined as of the Valuation Date, of the Units being purchased (subject to adjustment upon completion of the next annual audit of the Fund’s financial statements). The Member will receive the Initial Payment in an amount equal to at least 95% of the unaudited net asset value of the Units tendered and accepted for purchase by the Fund, determined as of the Valuation Date. The Fund may take up to 20 business days after the Repurchase Date to make the Initial Payment; provided that, if the Fund elects to liquidate Fund investments in order to finance the repurchase of Units, the Fund is entitled to postpone the payment in respect of any Note delivered thereto until ten business days after the Fund has received at least 95% of the aggregate amount anticipated to be received through pending liquidations of Fund investments in order to finance repurchases of Units. In no event will the Initial Payment be made later than the 65th day following the Notice Due Date.

The Note will also entitle a tendering Member to receive the Post-Audit Payment, a contingent payment equal to the excess, if any, of (1) the value of the repurchased Units as of the Valuation Date (as it may be adjusted based upon the next annual audit of the Fund’s financial statements), over (2) the Initial Payment. The Post-Audit Payment will be payable promptly after the completion of the Fund’s next annual audit. Final adjustments of payments in connection with the repurchased Units generally will be made promptly after the completion of the annual audit of the Fund. It is anticipated that the annual audit of the Fund’s financial statements will be completed no later than 60 days after the fiscal year-end of the Fund.

The purchase amount will be paid entirely in cash.

(iii)       The Offer is scheduled to expire at 11:59 p.m., Eastern Time, on May 26, 2023. Members that desire to tender a Unit for purchase must do so by that time, unless the Offer is extended in the absolute discretion of the Board of Managers.

(iv)       Not applicable.

(v)       At the absolute discretion of the Board of Managers, the Fund reserves the right, at any time and from time to time, to extend the period of time during which the Offer is open by notifying Members of such extension. If the Fund elects to extend the tender period, the net asset value of the Units tendered for purchase will be determined at the close of business on a day determined by the Fund and notified to the Members. During any such extension, all Units previously tendered and not withdrawn will remain subject to the Offer. At the absolute discretion of the Board of Managers, the Fund also reserves the right, at any time and from time to time, up to and including the Notice Due Date, to: (a) cancel the Offer in the circumstances set out in Section 8 of the Offer to Purchase dated May 1, 2023, and, in the event of such cancellation, not to purchase or pay for any Units tendered pursuant to the Offer; (b) amend the Offer; and (c) postpone the acceptance of Units. If the Fund determines to amend the Offer or to postpone the acceptance of Units tendered, it will, to the extent necessary, extend the period of time during which the Offer is open as provided above and will promptly notify the Members.

(vi)       Until the Notice Due Date, Members have the right to change their minds and withdraw any tenders of their Units. Units withdrawn may be re-tendered, however, provided that such tenders are made before 11:59 p.m., Eastern Time, May 26, 2023 (or, if the Offer is extended, by any later Notice Due Date) by following the tender procedures described herein. Pursuant to Rule 13e-4(f)(2)(ii) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if the Fund has not yet accepted a Member’s tender of a Unit on or prior to June 27, 2023 (i.e., the date 40 business days from the commencement of the Offer), a Member will also have the right to withdraw its tender of its Units after such date.

(vii)      Members wishing to tender Units pursuant to the Offer should send or deliver a completed and executed Letter of Transmittal to State Street Bank and Trust Company to the attention of Partners Group Private Equity (Master Fund), LLC, at the address set out on the first page of the Letter of Transmittal, or fax a completed and executed Letter of Transmittal to State Street Bank and Trust Company, also to the attention of Partners Group Private Equity (Master Fund), LLC, at the fax number set out on the first page of the Letter of Transmittal. The completed and executed Letter of Transmittal must be received by State Street Bank and Trust Company, either by mail or by fax, no later than 11:59 p.m., Eastern Time, on May 26, 2023 (or if the Offer is extended, by any later Notice Due Date). The Fund recommends that all documents be submitted to State Street Bank and Trust Company by certified mail, return receipt requested, or by facsimile transmission.

Any Member tendering a Unit pursuant to the Offer may withdraw its tender as described above in Item 4(a)(1)(vi). To be effective, any notice of withdrawal must be timely received by State Street Bank and Trust Company at the address or fax number set out on the first page of the Letter of Transmittal. A tender of Units properly withdrawn shall not thereafter be deemed to be tendered for purposes of the Offer. Units withdrawn may be re-tendered, however, provided that such tenders are made before the Notice Due Date by following the tender procedures described above.

(viii)     For purposes of the Offer, the Fund will be deemed to have accepted (and thereby purchased) Units that are tendered if and when it gives written notice to the tendering Member of its election to purchase such Unit.

(ix)       If Units in excess of approximately 5.00% of the net assets of the Fund are duly tendered to the Fund prior to the Notice Due Date and not withdrawn prior to the Notice Due Date, the Fund will in its sole discretion either: (a) accept the additional Units permitted to be accepted pursuant to Rule 13e-4(f)(1)(ii) under the Exchange Act; (b) extend the Offer, if necessary, and increase the amount of Units that the Fund is offering to purchase to an amount it believes sufficient to accommodate the excess Units tendered as well as any Units tendered during the extended Offer; or (c) accept Units tendered before the Notice Due Date and not withdrawn prior to the Notice Due Date for payment on a pro rata basis based on the aggregate net asset value of tendered Units. The Offer may be extended, amended or canceled in various other circumstances described in Item 4(a)(1)(v) above.

(x)       The purchase of Units pursuant to the Offer will have the effect of increasing the proportionate interest in the Fund of Members that do not tender Units. Members that retain their Units may be subject to increased risks that may possibly result from the reduction in the Fund’s aggregate assets resulting from payment for the Units tendered. These risks include the potential for greater volatility due to decreased diversification. The Fund believes, however, that this result is unlikely given the nature of the Fund’s investment program. A reduction in the aggregate assets of the Fund may result in Members that do not tender Units bearing higher costs to the extent that certain expenses borne by the Fund are relatively fixed and may not decrease if assets decline. These effects may be reduced or eliminated to the extent that additional subscriptions for Units are made by new and existing Members from time to time. Payment for Units purchased pursuant to the Offer may also require the Fund to liquidate portfolio holdings earlier than the Fund’s Adviser would otherwise have caused these holdings to be liquidated, potentially resulting in losses or increased investment related expenses.

(xi)       Not applicable.

(xii)       The following discussion is a general summary of the federal income tax consequences of the purchase of Units by the Fund for cash pursuant to the Offer. Members should consult their own tax advisors for a complete description of the tax consequences to them of a purchase of their Units by the Fund pursuant to the Offer.

The repurchase of Units is a taxable event on which a gain or loss may be recognized. The amount of gain or loss is based on the difference between your tax basis in the Units and the amount you receive for them upon disposition, which will include the Initial Payment and the Post-Audit Payment. Generally, you will recognize long-term capital gain or loss if you have held your Units for over twelve months at the time you dispose of them. Gains and losses on Units held for twelve months or less will generally constitute short-term capital gains, except that a loss on shares held six months or less will be recharacterized as a long-term capital loss to the extent of any capital gains distributions that you have received on the shares. A loss realized on a sale or exchange of Units may be disallowed under the so-called “wash sale” rules to the extent the Units disposed of are replaced with other Units within a period of 61 days beginning 30 days before and ending 30 days after the Units are disposed of, such as pursuant to a dividend reinvestment in shares of the Units. If disallowed, the loss will be reflected in an increase to the basis of the Units acquired.

The Fund is required to compute and report your cost basis to the Internal Revenue Service and furnish to you cost basis information when your Units are repurchased. The Fund has elected to use the average cost method unless you instruct the Fund to use a different IRS-accepted cost basis method or choose to specifically identify your Units at the time of each sale or exchange. If you have previously redeemed or sold some of your Units under the average cost method, your ability to elect an alternate method may be limited. Additionally, if your account is held through a broker, custodian or other financial adviser, they may select a different cost basis method. In these cases, please contact your broker, custodian or other financial adviser to obtain information with respect to the available methods and elections for your account. You should carefully review the cost basis information provided by the Fund with your own tax advisor and make any additional basis, holding period or other adjustments that are required when reporting these amounts on your federal and state income tax returns. The Fund is not responsible for the inclusion in cost basis reporting of any amounts paid with respect to your Units other than those received by the Fund, for errors in cost basis reporting provided by your broker, custodian, financial advisor or other intermediary, or for any other adjustments to your basis which the Fund is not required by law to report.

(b)       Any Units to be purchased from any officer, manager or affiliate of the Fund will be on the same terms and conditions as any other purchase of Units.

The Fund’s registration statement on Form N-2, filed with the U.S. Securities and Exchange Commission on December 30, 2016 (as it may be amended, modified or otherwise supplemented from time to time, the “Registration Statement”), and the LLC Agreement, each of which was provided to each Member in advance of subscribing for Units, provide that the Board of Managers has the discretion to determine whether the Fund will purchase Units from Members from time to time pursuant to written tenders, and that one of the factors the Board of Managers will consider in making such determination is the recommendations of the Adviser. The Registration Statement also states that the Adviser anticipates recommending to the Board of Managers that the Fund offer to repurchase Units from Members quarterly each year. The Fund commenced operations on July 1, 2009 and has previously made forty-nine offers to purchase Units from Members.

The Fund is not aware of any contract, arrangement, understanding or relationship relating, directly or indirectly, to the Offer (whether or not legally enforceable) between: (i) the Fund, the Adviser or members of the Board of Managers or any person controlling the Fund, the Adviser or Board of Managers; and (ii) any other person, with respect to the Units.

(a)       The purpose of the Offer is to provide liquidity to Members that hold Units, as contemplated by and in accordance with the procedures set out in the Registration Statement and the LLC Agreement.

(b)       Units that are tendered to the Fund in connection with the Offer will be retired, although the Fund may issue Units from time to time in transactions not involving any public offering, conducted pursuant to Rule 506 of Regulation D under the Securities Act of 1933, as amended, in accordance with the LLC Agreement. The Fund currently expects that it will accept subscriptions for Units as of the first day of each month, but is under no obligation to do so, and may do so more frequently as determined by the Board of Managers.

(c)       None of the Fund, the Adviser or the Board of Managers or any person controlling the Fund, the Adviser or Board of Managers has any plans or proposals that relate to or would result in: (1) an extraordinary transaction, such as a merger, reorganization or liquidation, involving the Fund; (2) any purchase, sale or transfer of a material amount of assets of the Fund; (3) any material change in the present distribution policy or indebtedness or capitalization of the Fund; (4) any change in any material term of the employment contract of any executive officer; (5) any other material change in the Fund’s corporate structure or business, including any plans or proposals to make any changes in its investment policies, for which a vote would be required by Section 13 of the 1940 Act; (6) the acquisition by any person of additional Units (other than the Fund’s intention to accept subscriptions for Units on the first day of each month and from time to time in the discretion of the Board of Managers), or the disposition of Units (other than through periodic purchase offers, including the Offer); or (7) any changes in the LLC Agreement or other governing instruments or other actions that could impede the acquisition of control of the Fund. Because Units are not traded in any market, Subsections (6), (7) and (8) of Regulation M-A ss. 229.1006(c) are not applicable to the Fund.

(a)       The Fund expects that the amount offered for the purchase of Units pursuant to the Offer, which will not exceed approximately 5.00% of the net assets of the Fund (unless the Fund elects to purchase a greater amount as described in Item 4(a)(1)(ix)), will be paid from one or more of the following sources: cash on hand, proceeds from the sale of securities held by the Fund, withdrawal proceeds from investment funds in which the Fund invests, or borrowings (as described in paragraph (d) below). Upon its acceptance of tendered Units for repurchase, the Fund will maintain daily, as an entry on its books, a distinct account consisting of (1) cash, (2) liquid securities, or (3) Units in specific investment funds in which the Fund invests (or any combination of them), in an amount equal to the aggregate estimated unpaid dollar amount of any Units tendered.

(b)       There are no material conditions to the financing of the transaction. There are currently no alternative financing plans or arrangements for the transaction.

(c)       Not applicable.

(d)       None of the Fund, the Adviser or the Board of Managers or any person controlling the Fund, the Adviser or Board of Managers has determined at this time to borrow funds to purchase Units tendered in connection with the Offer. Depending on the dollar amount of Units tendered and prevailing general economic and market conditions; the Fund, in its sole discretion, may decide to seek to borrow money to fund all or a portion of the purchase amount for Units, subject to compliance with applicable law. The Fund expects that the repayment of any amounts borrowed will be financed from additional funds contributed to the Fund by existing or new Members, from withdrawals of its capital from the investment funds in which it invests, or from proceeds of the sale of securities and portfolio assets held by the Fund.

(a)       Based on February 28, 2023 estimated values, Mr. Robert M. Collins, Manager and President of the Fund, beneficially owns $2,199,462 of Units (approximately 0.02% of all Units) in the Fund.

Based on February 28, 2023 estimated values, Mr. James F. Munsell, Manager of the Fund, beneficially owns $469,728 of Units (approximately 0.004% of all Units) in the Fund.

Based on February 28, 2023 estimated values, Lewis R. Hood, Jr., Manager of the Fund, beneficially owns $343,851 of Units (approximately 0.003% of all Units) in the Fund.

Based on February 28, 2023 estimated values, Stephen G. Ryan, Manager of the Fund, beneficially owns $243,392 of Units (approximately 0.002% of all Units) in the Fund.

Based on February 28, 2023 estimated values, Mr. Robert J. Swieringa, Manager of the Fund, does not have any beneficial ownership in the Fund.

b)       Other than the acceptance of subscriptions as of March 1, 2023, April 1, 2023 and May 1, 2023, and the Fund’s repurchase of Units from Members as of April 1, 2023, there have been no transactions involving Units that were affected during the past 60 days by the Fund, the Adviser, any member of the Board of Managers or any person controlling the Fund, the Adviser or Board of Managers.

No persons have been directly or indirectly employed or retained or are to be compensated by the Fund to make solicitations or recommendations in connection with the Offer.

(a)       (1)       The Fund commenced operations on July 1, 2009. Reference is made to the following financial statements of the Fund, which the Fund has prepared and furnished to Members pursuant to Rule 30e-l under the 1940 Act and filed with the Securities and Exchange Commission pursuant to Rule 30b2-1 under the 1940 Act, and which are incorporated by reference in their entirety for the purpose of filing this Schedule TO: Unaudited Financial Statements for the Period from July 1, 2009 (commencement of operations) to September 30, 2009, previously filed with the SEC on Form N-CSR on December 9, 2009; Audited Financial Statements for the Period Ended March 31, 2010, previously filed with the SEC on Form N-CSR on June 7, 2010; Unaudited Financial Statements for the Period Ended September 30, 2010, previously filed with the SEC on Form N-CSR on December 7, 2010; Audited Financial Statements for the Period Ended March 31, 2011, previously filed with the SEC on Form N-CSR on June 9, 2011; Unaudited Financial Statements for the Period Ended September 30, 2011, previously filed with the SEC on Form N-CSR on December 9, 2011; Audited Financial Statements for the Period Ended March 31, 2012, previously filed with the SEC on Form N-CSR on June 8, 2012; Unaudited Financial Statements for the Period Ended September 30, 2012, previously filed with the SEC on Form N-CSR on December 7, 2012; Audited Financial Statements for the Period Ended March 31, 2013, previously filed with the SEC on Form N-CSR on June 7, 2013; Unaudited Financial Statements for the Period Ended September 30, 2013, previously filed with the SEC on Form N-CSR on December 9, 2013; Audited Financial Statements for the Period Ended March 31, 2014, previously filed with the SEC on Form N-CSR on June 9, 2014; Unaudited Financial Statements for the Period Ended September 30, 2014, previously filed with the SEC on Form N-CSR on December 4, 2014; Audited Financial Statements for the Period Ended March 31, 2015, previously filed with the SEC on Form N-CSR on June 10, 2015; Unaudited Financial Statements for the Period Ended September 30, 2015, previously filed with the SEC on Form N-CSR on December 7, 2015; Audited Financial Statements for the Period Ended March 31, 2016, previously filed with the SEC on Form N-CSR on June 9, 2016; Unaudited Financial Statements for the Period Ended September 30, 2016, previously filed with the SEC on Form N-CSR on December 9, 2016; Audited Financial Statements for the Period Ended March 31, 2017, previously filed with the SEC on Form N-CSR on June 9, 2017, as affected by an amended Form N-CSR on June 23, 2017; Unaudited Financial Statements for the Period Ended September 30, 2017, previously filed with the SEC on Form N-CSR on December 5, 2017; Audited Financial Statements for the Period Ended March 31, 2018, previously filed with the SEC on Form N-CSR on June 8, 2018; Unaudited Financial Statements for the Period Ended September 30, 2018, previously filed with the SEC on Form N-CSR on December 7, 2018; Audited Financial Statements for the Period Ended March 31, 2019, previously filed with the SEC on Form N-CSR on June 7, 2019; Unaudited Financial Statements for the Period Ended September 30, 2019, previously filed with the SEC on Form N-CSR on December 2, 2019; Audited Financial Statements for the Period Ended March 31, 2020, previously filed with the SEC on Form N-CSR on June 5, 2020; Unaudited Financial Statements for the Period Ended September 30, 2020, previously filed with the SEC on Form N-CSR on December 2, 2020; Audited Financial Statements for the Period Ended March 31, 2021, previously filed with the SEC on Form N-CSR on June 4, 2021; Unaudited Financial Statements for the Period Ended September 30, 2021, previously filed with the SEC on Form N-CSR on November 29, 2021; Audited Financial Statements for the Period Ended March 31, 2022, previously filed with the SEC on Form N-CSR on June 7, 2022; and Unaudited Financial Statements for the Period Ended September 30, 2022, previously filed with the SEC on Form N-CSR on December 6, 2022.

(2)      The Fund is not required to and does not file quarterly unaudited financial statements under the Exchange Act. The Fund does not have earnings per share information.

(3)      Not applicable.

(4)      NAV per unit of Class A interest $7.7128 (2/28/2023). NAV per unit of Class I interest $7.9647 (2/28/2023).

(b)       The Fund’s assets will be reduced by the amount of the tendered Units that are purchased by the Fund. Thus, income relative to assets may be affected by the Offer.

(a)        (1)      None.

(2)      None.

(3)      Not applicable.

(4)      Not applicable.

(5)      None.

(b) None.

Reference is hereby made to the following exhibits, which collectively constitute the Offer to Members and are incorporated herein by reference:

Filing Fees: Calculation of Filing Fee Tables

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set out in this statement is true, complete and correct.

EXHIBIT INDEX

EXHIBITS