Stonepeak-Plus Infrastructure Fund LP 8-K

What Happened

• Stonepeak-Plus Infrastructure Fund LP (the Fund) filed an 8-K reporting that it sold unregistered limited partnership units to third-party investors for aggregate consideration of approximately $28,996,500. The sales were made on June 1, 2026 and the number of units was finalized on June 25, 2026 following calculation of the Fund’s Transactional NAV per unit as of May 31, 2026.
• The offering was part of the Fund’s continuous private offering and was exempt from registration under Section 4(a)(2) and Regulation D of the Securities Act.

Key Details

• Units sold by class (rounded):
  • Class A-1a: 577,540 units for $18,671,500
  • Class A-1c: 15,729 units for $510,000
  • Class Z – Series I-2: 290,313 units for $9,715,000
  • Class Z – Series S-2: 2,982 units for $100,000
• Purchase prices were based on the Fund’s Transactional NAV per unit as of May 31, 2026 (final unit counts confirmed June 25, 2026).
• Some sales were made through Stonepeak-Plus Infrastructure Fund (TE) LP to investors with specific tax characteristics (e.g., tax-exempt and non-U.S. investors).
• SP+ INFRA (the Fund and a related vehicle) sold interests for about $90,501,313 in June 2026, and since inception (May 2, 2025) has sold interests totaling approximately $1,436,810,679 (comprised of ~$1,236,824,752 cash and ~$199,985,928 of contributed assets). These totals exclude any redemptions, repurchases, or dividend reinvestment issuances.

Why It Matters

• This filing shows the Fund is actively raising capital through private (unregistered) unit sales, which increases its invested capital but does not create a public market for the units.
• Investors should note the sales were made under private offering exemptions (Reg D), meaning units are illiquid and resale is restricted.
• The Transactional NAV basis for pricing indicates units were issued using the Fund’s contemporaneous valuation, and the broader SP+ INFRA fundraising totals provide context on the manager’s ongoing capital-raising activity.