Stonepeak-Plus Infrastructure Fund LP

07/31/2026 | Press release | Distributed by Public on 07/31/2026 11:00

Private Placement (Form 8-K)

Item 3.02. Unregistered Sales of Equity Securities.
On July 1, 2026, Stonepeak-Plus Infrastructure Fund LP (the "Fund") sold unregistered limited partnership units (the "Units") to third party investors for aggregate consideration of approximately $17,850,774.(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 Z - Series A-1a 444,795 $14,655,000
Class Z - Series A-1c 4,164 $137,524
Class Z - Series I-2 78,228 $2,662,500
Class Z - Series S-2 11,611 $395,750
(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 July 27, 2026, following the calculation of the Fund's transactional net asset value ("Transactional NAV") per Unit for each class or series of a class of the Fund as of June 30, 2026. The purchase price for each of Class Z - Series A-1a, Class Z - Series A-1c, Class Z - Series I-2 and Class Z - Series S-2 Units of the Fund as of July 1, 2026 is the Transactional NAV per Unit for each of Class A-1a, Class A-1c, Class Z - Series I-2 and Class Z - Series S-2 Units, respectively, as of June 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 Z - Series A-1a, Class Z - Series A-1c, Class Z - Series I-2 and Class Z - Series S-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 July 2026, SP+ INFRA (inclusive of the Fund) sold interests for aggregate consideration of approximately $68,949,913. 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 $1,503,877,593 (which consists of $1,303,891,665 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 or series of a class of the Fund as of June 30, 2026, is as follows:
Transactional NAV
as of June 30, 2026
Class A-1a $32.95
Class A-1b $32.99
Class A-1c $33.03
Class F-1 $33.03
Class I-1 $33.22
Class S-1 $33.98
Class X $34.26
Class Z - Series I-2 $34.03
Class Z - Series S-2 $34.08
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.
June 2026 Distributions
On July 27, 2026, the Fund declared distributions for each class or series of a class of its Units in the amount per Unit set forth below:
Net Distribution
Class A-1a $0.2227
Class A-1b $0.2408
Class A-1c $0.2600
Class F-1 $0.2600
Class I-1 $0.2600
Class S-1 $0.2129
Class X $0.2600
Class Z - Series I-2 $0.2600
Class Z - Series S-2 $0.2600
The distributions for each class or series of a class of Units are payable to unitholders of record on June 30, 2026, and will be paid on or about August 4, 2026. These distributions will be paid in cash or reinvested in Units for unitholders participating in the Fund's distribution reinvestment plan.
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