Blackstone Infrastructure Strategies LP

08/28/2026 | Press release | Distributed by Public on 08/28/2026 14:17

Private Placement (Form 8-K)

Item 3.02 Unregistered Sales of Equity Securities.
On August 1, 2026, Blackstone Infrastructure Strategies L.P. ("BXINFRA U.S.") and Blackstone Infrastructure Strategies (TE) L.P. (the "Feeder" and collectively with BXINFRA U.S., the "Funds,") each sold unregistered limited partnership units (the "Units") for aggregate consideration of approximately $247.8 million(1) and $59.2 million(2), respectively. The following table details the Units sold by the Funds:
Number of Units Sold(3)
Consideration(1)
Blackstone Infrastructure Strategies L.P.
Class I Units(2)
Series I 5,647,578 $ 171,776,161
Series II - $ -
Series III - $ -
Class S Units 2,352,197 $ 70,557,913
Class D Units 178,977 $ 5,420,000
Total $ 247,754,074
Blackstone Infrastructure Strategies (TE) L.P.(2)
Class I-TE Units
Series I-TE 925,934 $ 27,778,013
Series II-TE - $ -
Series III-TE - $ -
Class S-TE Units 766,529 $ 22,682,500
Class D-TE Units - $ -
Class I-TE-ACC Units 64,377 $ 1,970,250
Class S-TE-ACC Units 222,981 $ 6,743,049
Class D-TE-ACC Units - $ -
Total $ 59,173,812
(1)The Funds, together with other Blackstone-managed parallel vehicles that invest alongside the Funds, but excluding Blackstone Private Market Solutions SCA-SICAV - Blackstone Infrastructure ELTIF ("BXINFRA Lux"), collectively form "BXINFRA." BXINFRA and BXINFRA Lux are operated as distinct investment structures and are together referred to as the "BXINFRA Fund Program." On August 1, 2026, the BXINFRA Fund Program (inclusive of the Funds) issued interests for aggregate consideration of approximately $336.2 million, excluding interests sold through the Funds' distribution reinvestment plan.
(2)The Feeder was established to allow certain investors with particular tax characteristics, such as tax-exempt investors and non-U.S. investors, to participate in BXINFRA U.S. in a more tax efficient manner. Accordingly, the Feeder invests all or substantially all of its assets indirectly in BXINFRA U.S. in exchange for BXINFRA U.S. Class I Units. On August 1, 2026, the Feeder acquired 1,888,419 BXINFRA U.S. Class I Units for aggregate consideration of approximately $57.4 million.
(3)The number of Units sold by each Fund was finalized on August 28, 2026, following the calculation of their respective transactional net asset values (each, a "Transactional NAV") as of July 31, 2026. See Item 7.01 below for more information on the Funds' Transactional NAVs.
The offer and sale of the Units were made as part of the Funds' continuous private offerings to investors that are both (a) accredited investors (as defined in Regulation D under the Securities Act of 1933, as amended (the "Securities Act")) and (b) qualified purchasers (as defined in the Investment Company Act of 1940, as amended, and the rules thereunder) and were exempt from the registration provisions of the Securities Act, pursuant to Section 4(a)(2) and Regulation D thereunder.
2
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