OFFERING MEMORANDUM 50,000,000 Shares Lehman Brothers Private Equity Partners Limited In the form of Shares or Restricted Depositary Shares This is a global offering of 50,000,000 class A ordinary shares (the “Shares”) of Lehman Brothers Private Equity Partners Limited, a closed-end investment company registered under the laws of Guernsey. The global offering consists of a private placement in the Netherlands and in other countries. In the United States, restricted depositary shares (“RDSs”), each representing one Share, will be offered to certain “qualified institutional buyers” (as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”)). Additionally, as part of the global offering, we will directly offer RDSs in a private placement, with the managers acting as placement agents, to certain “accredited investors” (as defined in Rule 501(a) under the U.S. Securities Act). Simultaneously with the closing of the global offering, affiliates of Lehman Brothers Holdings Inc. (“Lehman Brothers”) will purchase $100 million of our Shares (in the form of RDSs) at the offering price. Additionally, in connection with the global offering, Lehman Brothers has agreed to sell to us a portfolio of private equity assets (the “Initial Investments”) for an aggregate purchase price of approximately $260.5 million. We will also assume related unfunded commitments aggregating approximately $354.1 million. The purchase price for the Initial Investments will be their aggregate net asset value as of December 31, 2006 plus the amount of drawdowns on the related unfunded commitments, minus distributions in respect of such assets, plus an interest factor. See “Business—Our Initial Investments.” Our Shares and RDSs have certain voting rights, but are not eligible to vote in the election of our company’s directors. No public market currently exists for our Shares or the RDSs. We have applied to list all of our Shares on Euronext Amsterdam N.V.’s Eurolist by Euronext (“Eurolist by Euronext”) under the symbol “LBPE.” It is expected that such listing will become effective and that dealings in our Shares will commence on or about July 18, 2007 on an “as-if-and-when- issued” basis. We expect that dealings in our Shares will commence unconditionally on or about July 25, 2007. The settlement date, on which the delivery of the Shares is scheduled to take place, is expected to be on or about July 25, 2007. The RDSs will not be listed on any exchange. Investing in our Shares or the RDSs involves significant risks. See “Risk Factors.” INITIAL OFFERING PRICE: $10 PER SHARE OR RDS Our Shares and the RDSs have not been and will not be registered under the U.S. Securities Act or any other applicable law of the United States. Our Shares are being offered outside the United States to non-U.S. persons in reliance on the exemption from registration provided by Regulation S of the U.S. Securities Act. Our Shares may not be offered or sold within the United States or to U.S. persons (as defined under the U.S. Securities Act). The RDSs may not be offered or sold within the United States or to U.S. persons, except to persons who are (a) qualified purchasers (as defined in the U.S. Investment Company Act of 1940, as amended (the “U.S. Investment Company Act”) and related rules) and (b) either (1) qualified institutional buyers or (2) accredited investors. For additional transfer restrictions, see “Transfer Restrictions,” “Certain ERISA Considerations” and “Notice to Investors.” We have granted to Lehman Brothers International (Europe) in its capacity as stabilizing manager an over-allotment option in an amount up to a maximum of 10 percent of the total number of Shares and RDSs initially offered in the global offering at the initial offering price until 30 days from the commencement of trading of our Shares on the regulated market of Euronext Amsterdam N.V. (“Euronext Amsterdam”). The Shares and RDSs are offered subject to receipt and acceptance by the managers of any order by them and subject to their right to reject any order in whole or in part and will be ready for delivery on or about July 25, 2007. If delivery of the Shares does not take place on or about the settlement date or at all, all transactions in our Shares on Euronext Amsterdam conducted between the announcement of the offering and the settlement date are subject to cancellation by Euronext Amsterdam N.V. See “The Global Offering—Listing and Trading of the Shares.” All dealings in our Shares on Euronext Amsterdam prior to delivery are at the sole risk of the parties concerned. Euronext Amsterdam N.V. is not responsible or liable for any loss incurred by any person as a result of the cancellation of any transactions on Euronext Amsterdam. The number of Shares and RDSs offered in the global offering can be increased or decreased prior to the settlement date, provided, however, that the aggregate number of Shares and RDSs issued in the global offering, including any Shares issued pursuant to the stabilizing manager’s over-allotment option, will in no event exceed 60,000,000 Shares and RDSs. Any increase or decrease in the number of Shares and RDSs being offered in the global offering will be announced in a press release issued in the Netherlands. The actual number of Shares and RDSs offered in the global offering will be determined after taking into account the conditions and factors described under “The Global Offering” and “Plan of Distribution” and the actual number of Shares and RDSs offered in the global offering will be published in a pricing statement to be filed with the Netherlands Authority for the Financial Markets (Autoriteit Financiële Markten) and will be announced in a press release and the Official Price List and a Netherlands newspaper on or about July 18, 2007. Global Coordinator LEHMAN BROTHERS Joint Bookrunners HOARE GOVETT LIMITED UBS INVESTMENT BANK July 6, 2007 TABLE OF CONTENTS SUMMARY....................................................... 1 SUMMARY TERMS OF THE GLOBAL OFFERING 10 RISK FACTORS ............................................... 13 NOTICE TO INVESTORS ............................... 36 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 40 OWNERSHIP, ORGANIZATIONAL AND INVESTMENT STRUCTURE 41 USE OF PROCEEDS ........................................ 43 DIVIDEND POLICY ........................................ 44 CAPITALIZATION .......................................... 45 OPERATING AND FINANCIAL REVIEW .... 46 BUSINESS ........................................................ 57 OUR MANAGEMENT AND CORPORATE GOVERNANCE 71 THE INVESTMENT MANAGER AND THE INVESTMENT MANAGEMENT AND SERVICES AGREEMENT 76 SECURITY OWNERSHIP................................ 90 RELATIONSHIPS WITH THE INVESTMENT MANAGER AND RELATED PARTY TRANSACTIONS 91 DESCRIPTION OF OUR SHARES AND OUR MEMORANDUM AND ARTICLES OF ASSOCIATION 93 DESCRIPTION OF THE INVESTMENT PARTNERSHIP’S LIMITED PARTNERSHIP AGREEMENT 101 DESCRIPTION OF THE RESTRICTED DEPOSITARY SHARES AND OUR RESTRICTED DEPOSIT AGREEMENT............................................. 103 EURONEXT MARKET INFORMATION ...... 110 CERTAIN TAX CONSIDERATIONS ............ 111 TRANSFER RESTRICTIONS......................... 123 CERTAIN ERISA CONSIDERATIONS......... 127 THE GLOBAL OFFERING............................. 129 PLAN OF DISTRIBUTION............................. 132 PRIVATE PLACEMENTS .............................. 141 LEGAL MATTERS.......................................... 142 INDEPENDENT ACCOUNTANTS................ 142 GUERNSEY ADMINISTRATOR................... 142 DOCUMENTS AVAILABLE FOR INSPECTION 142 MANAGERS OF THE GLOBAL OFFERING 142 APPENDIX A: FORM OF PURCHASER’S LETTER FOR QUALIFIED INSTITUTIONAL BUYERS A-1 APPENDIX B: FORM OF SUBSCRIPTION AGREEMENT FOR ACCREDITED INVESTORS B-1 APPENDIX C: FORM OF U.S. TRANSFEREE’S LETTER C-1 APPENDIX D: FORM OF SURRENDER LETTER D-1 APPENDIX E: SUBSTITUTE FORM W-9..... E-1 SUMMARY This summary highlights certain aspects of our business and the global offering and should be read as an introduction to this offering memorandum. Any decision to invest in our company should be based on a consideration of this offering memorandum as a whole. No civil liability is to attach to our company solely on the basis of this summary unless it is misleading, inaccurate or inconsistent when read together with the other parts of this offering memorandum. If a claim relating to the information contained in this offering memorandum is brought before a court of a Member State of the European Economic Area, the plaintiff may under the national legislation of the Member State where the claim is brought be required to bear the costs of translating this offering memorandum before legal proceedings are initiated. We encourage you to review the information contained in “Notice to Investors” and “Risk Factors” for important information concerning your potential investment in our company and explanations of defined terms used in this offering memorandum. Our Company We are a closed-end investment company registered under the laws of Guernsey managed by Lehman Brothers Private Fund Advisers, LP, a unit of Lehman Brothers Private Fund Investments Group (“PFIG”), and its affiliates (the “Investment Manager”). We will invest in private equity funds managed by leading sponsors and make direct private equity investments alongside leading sponsors (“co-investments”). In addition, we may invest a portion of our portfolio in opportunistic investments. Our investment objective is to produce attractive returns on