Blackstone Infrastructure Strategies L.P. 8-K

What Happened

• Blackstone Infrastructure Strategies L.P. (the “Fund”) filed an 8-K disclosing that on February 1, 2026 it sold unregistered limited partnership units for aggregate consideration of approximately $197.4 million. The number of Units sold by the Fund was finalized on February 26, 2026 after the Fund calculated its transactional net asset value (Transactional NAV) as of January 31, 2026.
• The Fund’s sale was part of the broader BXINFRA Fund Program (the Fund plus other Blackstone-managed vehicles, excluding BXINFRA Lux), which issued interests for approximately $250.1 million in aggregate on February 1, 2026 (excluding the distribution reinvestment plan).

Key Details

• Breakdown of Units sold by the Fund:
  • Class I: 5,036,195 units for $140,388,979
  • Class S: 1,579,071 units for $43,604,300
  • Class D: 480,731 units for $13,360,000
• Offering terms: Units were sold in a continuous private offering to investors who are both accredited investors (under Regulation D) and qualified purchasers (under the Investment Company Act). The sales were exempt from Securities Act registration under Section 4(a)(2) and Regulation D.
• Purchasers: Units were sold to third‑party investors, including through Blackstone Infrastructure Strategies (TE) L.P., which is used for investors with particular tax characteristics (e.g., tax-exempt and non-U.S. investors).

Why It Matters

• The filing documents a material capital raise by the Fund (about $197.4M from the Fund alone; ~$250.1M across the BXINFRA program), showing recent investor demand and an increase in the Fund’s outstanding interests.
• The sales were done via a private offering exempt from registration, meaning these units were placed only with qualified/accredited investors and not offered publicly. Retail investors should note this is fundraising activity rather than a public equity issuance or change in management.