Stonepeak-Plus Infrastructure Fund LP
05/08/2025 | Press release | Distributed by Public on 05/08/2025 14:01
Material Agreement, Private Placement, Amendments to Bylaws (Form 8-K)
| Item 1.01. |
Entry into a Material Definitive Agreement.
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On May 2, 2025, Stonepeak-Plus Infrastructure Fund LP (the "Fund"), entered into an Investment Advisory Agreement (the "Investment Advisory Agreement") with Stonepeak-Plus Infrastructure Fund Advisors LLC (the "Investment Advisor").
A description of the Investment Advisory Agreement was included under "Item 1. Business - Investment Advisory Agreement" of Amendment No. 1 to the Fund's Registration Statement on Form 10, filed with the Securities and Exchange Commission on January 31, 2025 (the "Form 10") and is incorporated by reference herein. Such summary description of the Investment Advisory Agreement does not purport to be complete and is qualified in its entirety by reference to the Investment Advisory Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
| Item 3.02. |
Unregistered Sales of Equity Securities.
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On May 2, 2025, the Fund sold 130,000 unregistered Class X limited partnership units of the Fund (the "Class X Units"), at a price per Class X Unit of $25.00, for aggregate consideration of $3,250,000.
The offer and sale of the Class X Units were made as part of the Fund's continuous private offering and were exempt from the registration provisions of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) and Regulation D thereunder. Class X Units were sold to operating partners of the Investment Advisor's affiliates.
| Item 5.03. |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal year.
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On May 2, 2025, the Fund entered into an Amended and Restated Limited Partnership Agreement (the "Fund LPA") with Stonepeak-Plus Infrastructure Fund Associates LP, the Fund's general partner, and each of the Fund's limited partners. The Fund LPA amended and restated the Fund's initial Limited Partnership Agreement, dated as of April 29, 2024. A description of the Fund LPA was included under "Part I, Item 1. Business-(c) Description of Business-Fund LPA" of the Form 10 and is incorporated by reference herein.
The foregoing summary description of the Fund LPA does not purport to be complete and is qualified in its entirety by reference to the Fund LPA, a copy of which is included as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
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