Conversus Capital, L.P. (Euronext Amsterdam: CCAP) (?Conversus?), a permanent capital vehicle providing its unit holders long-term capital appreciation through a high-quality, seasoned portfolio of private equity interests, today reported its estimated net asset value (?NAV?) as of December 31, 2008.

As of December 31, 2008, Conversus had an estimated NAV per unit of $21.89. This represents a decrease of 7.9% since November 30, 2008. In evaluating financial performance, Conversus also calculates an ?adjusted NAV? which represents the NAV from operations. The adjusted NAV adds back unit holder distributions and net share repurchases since inception. On an adjusted basis, estimated NAV per unit was $22.36 as of December 31, 2008 representing a decrease of 7.8% from the November 30, 2008 adjusted NAV per unit of $24.26. Funded assets were $1,803.0 million while unfunded commitments were $837.6 million as of December 31, 2008.

In calculating the December 31, 2008 estimated NAV, Conversus applied discretionary write-downs to the private holdings in its portfolio. These write-downs were taken to reflect Conversus' best estimate of the portfolio company valuations as of December 31 based upon the most current information available to Conversus. The discretionary write-downs, which were applied at the individual fund level, totaled $121.2 million.

Conversus will update its December 31, 2008 estimated NAV in its annual financial report to be filed in April 2009. The updated NAV estimate will reflect the financial information provided by the general partners for the period ended December 31, to the extent available, as well as other information deemed reliable and relevant to the valuations. Conversus expects the revised NAV to be a more current and accurate reflection of the estimated portfolio value as of December 31, 2008, and the updated NAV could vary significantly from the amount reported today.

?In light of the broad declines in asset values during the fourth quarter, we have made an effort to reduce the lag inherent in the private equity reporting cycle. For the December NAV estimate, we proactively estimated the fair value we expect to be reported by our general partners as of year-end, with appropriate adjustments,? commented Bob Long, President and CEO of Conversus Asset Management, LLC. ?Despite weak market conditions, December cash flows from Conversus' portfolio were again positive reflecting the strength, diversity and maturity of our portfolio. We believe these portfolio attributes not only help mitigate the adverse effects of the current market downturn, but they also provide the building blocks for future NAV growth.?

Realized gains were $6.8 million in December while unrealized losses in Conversus' private holdings totaled $156.5 million. The unrealized losses included the discretionary write-downs of $121.2 million and reversals of previously recorded unrealized gains of $10.3 million.

The public equity securities in Conversus' portfolio experienced unrealized gains of $8.1 million. In addition, Conversus recorded an unrealized loss of $0.5 million relating to the $75.0 million notional swap which hedges a portion of the public equity exposure in its portfolio.

Unrealized currency gains totaled $7.8 million in Conversus' private holdings and $2.6 million in its public equity securities.

Expenses of $8.7 million included $3.9 million called by one general partner to fund settlement and legal expenses related to an investment that did not close. The legal expenses are included in the December capital calls discussed below in ?Liquidity and Capital Resources.?

As of December 31, 2008, 83% of the investment NAV was comprised of private holdings valued as of December 31 based upon Conversus' estimates. A further 13% of the investment NAV was comprised of public equity securities which were marked to market as of December 31 as further described below in Valuation and Reporting Policies. The remaining 4% of the investment NAV represented cash and other net assets held by the funds in which Conversus is invested.

Net Asset Value Estimates as of December 31, 2008

(Amounts are unaudited and subject to change)

                 
(in millions except per unit data) December 31, 2008     November 30, 2008    

November to
December %
Change

Estimated NAV of Investments $1,803.0 $1,940.7 (7.1 )%
Cash and Cash Equivalents 49.9 51.5 (3.1 )
Other Net Assets (Liabilities) (260.8 )     (259.3 )     0.6  
Estimated NAV $1,592.1       $1,732.9       (8.1 )%
 
Common Units Outstanding 72.7 72.9 (0.3 )
Estimated NAV per Unit $21.89 $23.78 (7.9 )
Adjusted NAV per Unit $22.36 $24.26 (7.8 )

Financial Results

Financial highlights for Conversus for the month ended December 31, 2008 were as follows:

  • Net unrealized depreciation on investments of $148.9 million
  • Net realized gains on investments of $6.8 million
  • Net unrealized currency gains of $10.4 million
  • Investment income of $1.1 million
  • Expenses of $8.7 million
  • Net decrease in net assets from operations of $139.3 million
  • Share repurchases of $1.5 million
  • Net decrease in net assets of $140.8 million

Liquidity and Capital Resources

As of December 31, 2008, Conversus had a cash balance of $49.9 million. During the month of December, Conversus received $21.4 million in distributions and funded $19.7 million in capital calls. In addition to using cash flows from the existing portfolio to meet liquidity needs, Conversus has a $650.0 million credit facility available, subject to covenants, which is committed through July 2012. As of December 31, 2008, a principal balance of $230.3 million was outstanding under the credit facility.

Investment Activity

In December, Conversus closed one primary commitment of $10.0 million to New Enterprise Associates 13, L.P. As previously disclosed, Conversus closed on the purchase of a portion of a secondary portfolio of funds at a transfer price of $1.2 million in October 2008. The remaining portion of this secondary purchase is expected to close in the first quarter of 2009. Conversus has also committed to purchase one additional secondary portfolio of funds. Details for these secondary purchases will be disclosed when they are concluded, to the extent permitted by the general partners. There can be no assurance as to whether these commitments will close or the actual amounts of the commitments that will be accepted, if any.

For a detailed breakdown of Conversus' Private Equity Portfolio as of December 31, 2008, please visit the Investor Relations section of Conversus' website at www.conversus.com and view the following headings: ?Reports and Financial Statements? and ?Investment Information.?

Liquidity Enhancement Activity

During the month of December, a total of 137,960 Conversus units were repurchased pursuant to a Liquidity Enhancement Agreement (the ?Agreement?) with Royal Bank of Scotland (?RBS?) at a total purchase price of $1.5 million, or an average price per unit of $10.76. Over the life of the Agreement, a total of 845,424 units have been repurchased at a total purchase price of approximately $16.7 million, or an average price per unit of $19.74. Under the Agreement, RBS has authority to repurchase a total of 3.7 million units. The repurchased units are held on Conversus' balance sheet as Treasury Units. As it deems appropriate, Conversus expects to continue to repurchase its units pursuant to the Agreement at attractive prices relative to NAV.

Valuation and Reporting Policies

Conversus carries investments on its books at fair value in accordance with accounting principles generally accepted in the United States (?U.S. GAAP?). Conversus uses the best information it has available to estimate fair value. Fair value for private equity interests begins with the most recent financial information provided by the general partners, adjusted for subsequent transactions, such as calls or distributions, as well as other information judged to be reliable that indicates valuation changes, including realizations and other portfolio company events. The value of any public equity security known to be owned by the funds based on the most recent information reported to us by the general partners has been marked to market as of December 31, 2008 and a discount has been applied to such securities based on an estimate of the discount applied by the general partners in calculating NAV.

Conversus will issue quarterly financial reports as of March 31, June 30 and September 30 as well as an annual financial report as of December 31 of each year. These reports will include financial statements prepared in accordance with U.S. GAAP. Conversus is required to consider, and will consider, all known material information in preparing such financial statements, including information that may become known subsequent to the issuance of each monthly report. Accordingly, amounts included in the quarterly and annual financial statements may differ from amounts included in the monthly NAV reports.

About Conversus Capital

Conversus Capital, L.P. (Euronext Amsterdam: CCAP) (?Conversus?) is the largest publicly traded portfolio of third party private equity funds. It is a permanent capital vehicle providing its unit holders long-term capital appreciation through a portfolio of high-quality, seasoned private equity interests. Conversus' objective is to provide unit holders with immediate exposure to a diversified portfolio of private equity assets, access to best-in-class general partners and consistent NAV growth that outperforms the public markets. Conversus reinvests the distributions from its current investments in primary fund commitments, secondary fund purchases and direct co-investments. Conversus Asset Management, LLC (?CAM?), an independent asset manager, implements Conversus' investment policies and carries out the day to day operations of Conversus pursuant to a services agreement. CAM leverages the platforms of Bank of America and Oak Hill, its primary owners, in sourcing investments for the benefit of Conversus.

Legal Disclaimer

These materials are not an offer for sale of securities in the United States. Securities may not be sold in the United States absent registration with the U.S. Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended. Conversus is not a registered investment company under the U.S. Investment Company Act of 1940, as amended (the ?Investment Company Act?), and the resale of Conversus securities in the United States or to U.S. persons that are not qualified purchasers as defined in the Investment Company Act is prohibited. Conversus does not intend to register any offering in the United States or to conduct a public offering of its securities in the United States.

Forward-Looking Statements

These materials may contain certain forward-looking statements with respect to the financial condition, results of operations, liquidity, investments, business, net asset value and prospects of Conversus. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future, and there are many factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. Conversus does not undertake to update any of these forward-looking statements. Past performance is not necessarily indicative of future results.

Investor Contacts:
Conversus Capital, L.P.
Tim Smith, Chief Financial Officer
Tel: +44.1481.745.175
tim.smith@conversus.com
or
Integrated Corporate Relations
Andrew Greenebaum / Anne Rakunas
Tel: +1.310.954.1113
anne.rakunas@icrinc.com
or
Media Contact:
Integrated Corporate Relations
Brian Ruby
Tel: +1.203.682.8268
brian.ruby@icrinc.com