Stonepeak-Plus Infrastructure Fund LP

06/04/2026 | Press release | Distributed by Public on 06/04/2026 13:45

Private Placement (Form 8-K)

Item 3.02. Unregistered Sales of Equity Securities.
On May 4, 2026, Stonepeak-Plus Infrastructure Fund LP (the "Fund") sold unregistered limited partnership units (the "Units") to third party investors for aggregate consideration of approximately $23,921,110.(1) The following table provides details on the Units sold by the Fund to third party investors (rounding to the nearest whole number):
Number of Units Sold(2)
Aggregate Consideration
Class A-1a 740,977 $23,741,500
Class A-1c 3,102 $99,610
Class Z - Series I-2 2,411 $80,000
(1) The Fund invests generally alongside another vehicle that is managed by Stonepeak-Plus Infrastructure Fund Advisors LLC, its investment advisor (the "Investment Advisor"), is organized outside of the United States, and has substantially similar investment objectives and strategies with the Fund (the Fund and such other vehicle, together, "SP+ INFRA").
(2) The number of Units sold by the Fund was finalized on May 29, 2026, following the calculation of the Fund's transactional net asset value ("Transactional NAV") per Unit for each class of the Fund as of April 30, 2026. The purchase price for each of Class A-1a and Class A-1c Units of the Fund as of May 4, 2026 is the Transactional NAV per Unit for the respective class as of April 30, 2026. The purchase price for Class Z - Series I-2 Units of the Fund as of May 4, 2026 is the Transactional NAV per Unit for Class X Units as of April 30, 2026. See Item 8.01 below for more information on the Fund's Transactional NAV.
The offer and sale of the 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 A-1a, Class A-1c, and Class Z - Series I-2 Units were sold to third-party investors, including through Stonepeak-Plus Infrastructure Fund (TE) LP, a Delaware limited partnership, for certain investors with particular tax characteristics, such as tax-exempt investors and non-U.S. investors.
In May 2026, SP+ INFRA (inclusive of the Fund) sold interests for aggregate consideration of approximately $52,755,019. Since inception on May 2, 2025, through the date of filing of this Current Report on Form 8-K, SP+ INFRA (inclusive of the Fund) has sold interests for aggregate consideration of approximately $1,345,296,366 (which consists of $1,145,310,439 of cash and $199,985,928 of assets contributed by affiliates of the Investment Advisor in exchange for Class X Units) as part of its continuous private offering. The amounts disclosed herein do not take into account any Unit redemptions or repurchases by the Fund or Units issued pursuant to any dividend reinvestment plan.
Item 8.01. Other Events.
Transactional Net Asset Value
The Transactional NAV per Unit for each class of the Fund as of April 30, 2026, is as follows:
Transactional NAV
as of April 30, 2026
Class A-1a $32.04
Class A-1b $32.08
Class A-1c $32.12
Class F-1 $32.12
Class I-1 $32.36
Class S-1 $33.11
Class X $33.18
The Fund calculates Transactional NAV for purposes of establishing the price at which transactions in the Fund's Units are made. A description of the Fund's valuation process was included under "Item 9. Market Price of and Dividends on the Registrant's Common Equity and Related Unitholder Matters" of the Fund's Registration Statement on Form 10 filed on January 31, 2025. Transactional NAV is based on the month-end values of the Fund's investments, the addition of the value of any other assets (such as cash on hand), and the deduction of the Fund's liabilities, including certain fees and expenses, in accordance with the Fund's valuation policy.
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