11/13/2026 | Press release | Distributed by Public on 11/13/2026 15:53
Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with the unaudited condensed financial statements and the related notes of Macquarie Infrastructure Fund, L.P. and the unaudited condensed consolidated financial statements and the related notes of MIF Cayman, L.P., both included within this Quarterly Report on Form 10-Q. The investment activities of Macquarie Infrastructure Fund, L.P. are carried out through the Aggregator, a non-consolidated affiliate of the Fund. As such, in this discussion and analysis, we believe it is important to present information for both the Fund and the Aggregator. The unaudited condensed financial statements of each entity are presented in "Part I. Item 1. Financial Statements" of this document and for information related to the principles of consolidation see "Critical Accounting Policies and Estimates" and "Principles of Consolidation."
This discussion contains forward-looking statements and actual results may differ materially from those contained in or implied by any forward-looking statements. As used herein, the "Fund," "we," "us," and "our" collectively refer to Macquarie Infrastructure Fund, L.P., and "MIF US" refers to the Fund, together with its consolidated subsidiaries, and may include MIF TE Feeder, L.P. (the "Feeder"), one or more entities through which the General Partner or any of its affiliates may, in its sole discretion, cause the Fund to hold certain investments, directly or indirectly ("Intermediate Entities") and any parallel vehicles established by, or at the direction of, the General Partner or any affiliate thereof to invest alongside the Fund ("Parallel Funds").
All dollars are in thousands, except Unit and per Unit Data, unless otherwise noted.
Overview
The Fund was organized on June 20, 2025 as a limited partnership under the laws of the State of Delaware. The Fund is a private fund exempt from registration as an investment company under Section 3(c)(7) of the 1940 Act. The Fund is considered an investment company under the accounting principles generally accepted in the United States of America ("GAAP") and follows the accounting and reporting guidance applicable to investment companies in the Financial Accounting Standards Board Accounting Standards Codification ("ASC") Topic 946, Financial Services-Investment Companies ("ASC 946").
Our investment objective is to generate capital appreciation and yield over the medium-to-long term. There can be no assurance that MIF US will achieve its investment objective or that MIF US's investment strategies will be successful. We will seek to achieve this investment objective by investing, on an individual basis or commingled or aggregated with other parties, in a globally diversified portfolio of equity, equity-like and hybrid investments consisting of infrastructure or having infrastructure-like characteristics (each, an "Eligible Real Asset"), predominantly, but not exclusively, in member countries of the Organisation for Economic Co-operation and Development ("OECD").
The Fund may invest in Eligible Real Assets directly in portfolio companies, including as a co-investor with any other vehicle that holds capital managed or advised by any MAM-Managed Entities, or indirectly through investments in MAM-Managed Entities. In order to provide for a liquidity reserve as well as help deliver yield, the Fund intends to invest a portion of its assets in debt investments to infrastructure and infrastructure-adjacent borrowers and liquid fixed income, liquid equity investments, cash and cash-like investments and such other appropriate investments, as determined by the Adviser from time to time.
Investment Portfolio
The Fund has acquired investments through the Aggregator, which is jointly owned with MIF International. MIF International had a fund inception date of February 28, 2025, and as a result of the Aggregator structure in place, the Fund has access to an already diversified portfolio of existing infrastructure assets.
As of September 30, 2026, the portfolio comprises 13 infrastructure equity investments and 5 infrastructure debt investments. As of September 30, 2026, the Fund's transactional NAV was $140,124.
Recent Developments
The global economy remained resilient during the third quarter of 2026 despite elevated geopolitical tensions and volatile energy prices. Economic activity across the U.S., Europe and the U.K. remained relatively strong, supported by resilient consumer spending and increased investment associated with artificial intelligence. Labor markets remained tight and wage growth continued, while inflation remained elevated. Against this backdrop, central banks maintained restrictive monetary policy to address
above-target inflation. Overall, global growth remained resilient, with consumer spending and AI-related investment supporting economic activity, while uncertainty persisted amid elevated inflation and geopolitical tensions.
Results of Operations
Our key financial measures and the results of operations are discussed below.
Revenues
We generate revenues primarily from our investments, including dividends and capital appreciation on our investments. To a lesser extent, we also generate revenue in the form of interest income from our investments in debt, which may be used to generate income, facilitate capital deployment and provide a potential source of liquidity.
Revenues for the three and six months ended September 30, 2026 were $4,526 and $4,674, respectively. For the comparative period from June 20, 2025 (Date of Incorporation) to September 30, 2025, no revenue was generated. Revenue was primarily attributable to (i) dividends received from certain portfolio investments, reflecting a combination of operating performance, cash generation and the timing of dividends at the portfolio company level, which were subsequently passed through to investors, and (ii) income earned on cash and cash equivalents.
Expenses
Organizational Expenses
Organizational expenses include, among other things, the cost of incorporating the Fund and the cost of legal services and other fees pertaining to the Fund's organization. These costs are expensed as incurred. For the three and six months ended September 30, 2026, the Fund incurred organizational expenses of $52 and $54, respectively, which have been recorded as an expense on the Condensed Statements of Operations. For the comparative period from June 20, 2025 (Date of Incorporation) to September 30, 2025, the Fund incurred organization expenses of $714. As of September 30, 2026 and March 31, 2026, organizational expenses payable amounting to $1,321 and $1,383, respectively, are included within organizational expenses and offering costs payable and organizational expenses and offering costs payable to affiliate in the Condensed Statements of Assets and Liabilities.
Offering Costs
Offering costs include registration fees and legal fees regarding the preparation of the offering memorandum and costs in connection with the continuous offering of Units of the Fund. Offering costs are recognized as a deferred charge and are amortized on a straight-line basis over 12 months. For the three and six months ended September 30, 2026, the Fund recognized amortization of offering costs of $672 and $1,309, respectively, which have been recorded as an expense on the Condensed Statements of Operations. For the comparative period from June 20, 2025 (Date of Incorporation) to September 30, 2025, the Fund incurred offering costs of $1,127 which was paid on behalf of the Fund by an affiliate of the Adviser. As of September 30, 2026 and March 31, 2026, the remaining unamortized balance of $583 and $1,557, respectively is included within deferred offering costs, in the Condensed Statements of Assets and Liabilities. As of September 30, 2026 and March 31, 2026, offering costs payable amounting to $2,755 and $2,420, respectively, are included within organizational expenses and offering costs payable and organizational expenses and offering costs payable to affiliate on the Condensed Statements of Assets and Liabilities.
Professional Fees
Professional fees include, but are not limited to, administrative, audit, tax, and legal fees. For the three and six months ended September 30, 2026, the Fund incurred professional fees of $603 and $1,348, respectively, which have been recorded as professional fees in the Condensed Statement of Operations. For the comparative period from June 20, 2025 (Date of Incorporation) to September 30, 2025, the Fund incurred professional fees of $191. As of September 30, 2026 and March 31, 2026, professional fees payable were $1,655 and $1,852, respectively.
Unrealized Gain (Loss) on Investments
The Fund generates income primarily from its investment in the Aggregator. The Fund has an interest of 7.37% and 1.24% in the Aggregator as of September 30, 2026 and March 31, 2026, respectively. For the three and six months ended September 30,
2026, the Aggregator generated a net increase in net assets resulting from operations of $79,915 and $168,227, respectively, which resulted in the Fund recognizing a net change in unrealized gain (loss) on investments of $1,695 and $5,429 respectively. For the comparative period from June 20, 2025 (Date of Incorporation) to September 30, 2025, there were no net changes in unrealized gain (loss) on investments. There were no net realized gains or losses from the investment in the Aggregator for the three and six months ended September 30, 2026 and for the period from June 20, 2025 (Date of Incorporation) to September 30, 2025. Key drivers of the results of operations of the Aggregator are discussed below.
Aggregator Income, Expenses and Net Realized and Unrealized Gain (Loss) on Investments and Translation of Assets and Liabilities in Foreign Currencies
The Aggregator generates income from investments in infrastructure investments, including dividends on investments. The Aggregator also generates interest income from investments in debt and other securities.
The Aggregator's infrastructure investments and debt and other securities also generate net realized and unrealized gains and losses and net realized and unrealized gains and losses of foreign exchange translation of assets and liabilities denominated in foreign currencies. Realized gains or losses are measured as the difference between the net proceeds from the sale, repayment, or disposal of an asset and the adjusted cost basis of the asset, without regard to unrealized gains or losses previously recognized. Net change in unrealized gains or losses reflects the change in investment values during the reporting period, including any reversal of previously recorded unrealized gains or losses, when gains or losses are realized.
Aggregator Net Investment Income (Loss)
For the three and six months ended September 30, 2026, the Aggregator's net investment income was $4,660 and $20,622, respectively. There was no net investment income in the Aggregator for the comparative period as investment operations commenced on October 31, 2025.
Aggregator Income
For the three and six months ended September 30, 2026, the Aggregator generated $4,862 and $21,008, respectively, in total income. For the three months ended September 30, 2026, total income consisted of $3,323 of dividend income and $719 of interest income. For the six months ended September 30, 2026, total income consisted of $11,810 of dividend income and $8,218 of interest income. There was no income in the Aggregator for the comparative period as investment operations commenced on October 31, 2025.
Aggregator Expenses
For the three and six months ended September 30, 2026, the Aggregator incurred total operating expenses of $190 and $374, respectively, and recognized a provision for taxes of $12 for each period. There were no expenses in the Aggregator for the comparative period as investment operations commenced on October 31, 2025.
Hedging
The Fund may, but is not obliged to, engage in hedging transactions for the purpose of efficient portfolio management. The Adviser may review the hedging policy of the Fund from time to time depending on movements and projected movements of the relevant currencies and interest rates and the availability of cost-effective hedging instruments for the Fund at the relevant time.
Financial Condition, Liquidity and Capital Resources
As of September 30, 2026 and March 31, 2026, the Fund had total assets of $138,889 and $13,210, respectively, mostly comprising the Fund's investment in the Aggregator. As of September 30, 2026 and March 31, 2026, the Aggregator had total assets of $1,724,361 and $895,960, respectively, mostly comprising the Aggregator's investments.
As of September 30, 2026 and March 31, 2026, the Fund had total liabilities of $6,180 and $6,094, respectively, which was driven by operational expenses for commencing and maintaining the Fund. As of September 30, 2026 and March 31, 2026, the Aggregator had total liabilities of $454 and $1,193, respectively, comprising accrued fees and expenses payable.
We expect to generate cash primarily from (i) the net proceeds of our continuous private offering, (ii) cash flows from our operations, (iii) any financing arrangements we may enter into in the future and (iv) any future offerings of our equity or debt securities which are then invested into the Aggregator.
Our primary use of cash will be for (i) making alternative infrastructure and infrastructure related investments, (ii) the cost of operations (including the Management Fee and Performance Allocation), (iii) debt service of any borrowings, (iv) periodic redemptions, including under the Redemption Program (as described in "Item 1. Financial Statements-Notes to the Condensed Financial Statements- Note 5. Net Assets"), and (v) cash distributions to investors.
Cash Flows
As of September 30, 2026, the Fund's cash and cash equivalents and the continuous offering of Units are expected to be sufficient for investing activities and to conduct operations in the near term. This determination is based in part on our expectations for the timing of funding investment purchases and the timing and amount of future proceeds from sales of our Units.
As of September 30, 2026 and March 31, 2026, the Fund had $1,657 and $342 in cash and cash equivalents, respectively, including net proceeds from the continuous private offering of Units, which we expect to be sufficient to conduct operations in the near term. See "Item 1. Financial Statements- Condensed Financial Statements of MIF Cayman, L.P.-Notes to the Condensed Consolidated Financial Statements-Note 8. Commitments and Contingencies" for quantitative details on future commitments to new and existing investments.
As of September 30, 2026 and March 31, 2026, the Aggregator had $2,315 and $4,203 in cash and cash equivalents, respectively, which we expect to be sufficient to conduct operations in the near term.
As of September 30, 2026, the Aggregator had total commitments of $2,141,487 to investments. As of September 30, 2026, the Aggregator had unfunded commitments of $598,539 to existing investments which are generally due upon demand. These amounts remain unfunded as they relate to reserves for future capital deployments on existing investments and capital commitments to investment funds that have not yet been called. Commitments are expected to be funded by available cash and cash generated from capital contributions and investment sale realizations. The Aggregator expects to continue making fund commitments in the future and, at times, reevaluate commitments to existing vehicles.
Transactional Net Asset Value
The Fund calculates its transactional NAV per Unit in accordance with the Fund's valuation policies and procedures. Transactional NAV is the price at which the Fund sells and redeems its Units and serves as a basis for certain fees incurred by the Fund. The Adviser also evaluates changes to transactional NAV to monitor fund performance. Transactional NAV is based on the month-end values of its investments and the deduction of any liabilities, including certain fees and expenses, in all cases as determined in accordance with the Fund's valuation policy. Certain contingent tax liabilities may not be recognized as a reduction to transactional NAV if the General Partner reasonably expects such liabilities will not be recognized upon divestment of the underlying investment.
The following table provides a breakdown of the major components of the Fund's transactional NAV as of September 30, 2026:
|
September 30, 2026 |
||||
|
Components of the Fund's Transactional Net Asset Value |
||||
|
Investment in affiliated fund |
$ |
127,036 |
||
|
Investments |
8,718 |
|||
|
Due from the Adviser |
3,922 |
|||
|
Cash and cash equivalents |
1,657 |
|||
|
Derivatives assets, at fair value |
843 |
|||
|
Interest receivable |
29 |
|||
|
Prepaid expenses |
22 |
|||
|
Due from Affiliate |
1 |
|||
|
Professional fees payable |
(1,655 |
) |
||
|
Accounts payable and accrued expenses |
(169 |
) |
||
|
Promissory notes |
(110 |
) |
||
|
Derivative liabilities, at fair value |
(94 |
) |
||
|
Administration fees payable |
(63 |
) |
||
|
Performance allocation payable |
(13 |
) |
||
|
Transactional Net Asset Value |
$ |
140,124 |
||
The transactional NAV per Unit for each class of the Fund was as follows:
|
September 30, 2026 |
||||||||
|
Transactional |
Number of Units |
|||||||
|
Class E |
$ |
31.16 |
4,396,642 |
|||||
|
Class I |
$ |
29.87 |
104,387 |
|||||
The following table reconciles GAAP Net Asset Value to the Fund's transactional NAV (dollars in thousands):
|
September 30, 2026 |
||||
|
GAAP Net Asset Value |
$ |
132,709 |
||
|
Adjustments |
||||
|
Organizational expenses |
3,782 |
|||
|
Offering expenses |
1,461 |
|||
|
Specified Expenses (a) |
2,172 |
|||
|
Transactional Net Asset Value |
$ |
140,124 |
||
Critical Accounting Policies and Estimates
The preparation of the condensed financial statements in accordance with GAAP involves significant judgments and assumptions and requires estimates about matters that are inherently uncertain. These judgments will affect our reported amounts of assets and liabilities and our disclosure of contingent assets and liabilities at the dates of the condensed financial statements and the reported amounts of income and expenses during the reporting periods. With different estimates or assumptions, materially different amounts could be reported in our condensed financial statements. The following is a summary of our significant accounting policies that we believe are the most affected by our judgments, estimates and assumptions.
Fair Value
As an investment company under ASC 946, the Fund and Aggregator are required to report investments, including those for which current market values are not readily available, at fair value in accordance with ASC Topic 820, Fair Value Measurements ("ASC 820"). ASC 820 defines fair value as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the applicable measurement date. The fair value process is used to both recognize investments in accordance with GAAP and for purposes of computing a monthly transactional NAV.
Investment in the Aggregator
The Fund's investment in the Aggregator is generally valued based on the latest NAV reported or provided by the investment adviser or investment manager. NAV as a practical expedient is appropriate if the reported NAV of the investment in the Aggregator is calculated in a manner consistent with the measurement principles applied to investment companies. If the latest NAV of the Aggregator is not available at the time the Fund is calculating its NAV, the Adviser will update the last available NAV by recognizing any cash flow activity for the investment fund during the month. Cash flows since the reference date of the last NAV received by an investment fund are recognized by adding the nominal amount of investment-related capital calls and deducting the nominal amount of investment-related distributions from the NAV as reported.
Direct Investments that are Publicly Traded in Active Markets
Securities that are publicly traded and for which market quotations are readily available will be valued at the closing price of such securities in the principal market in which the security trades. If market quotations are not readily available, the fair value will be determined in good faith by the Adviser using a widely accepted valuation methodology on the valuation date. In some cases, securities will include legal and contractual restrictions that limit their purchase or sale for a period of time. A discount to the publicly traded price may be appropriate in instances where a legal restriction is a characteristic of the security. The amount of the discount, if taken, will be determined based on the time period that must pass before the restricted security becomes unrestricted or otherwise available for sale.
Direct Investments that are Not Publicly Traded
Investments for which market prices are not observable include investments in common equity or preferred equity of operating companies. The primary methodology for determining the fair values of such investments is generally the income approach, whereby fair value is derived based on the present value of cash flows that a business, or security is expected to generate in the future. The most widely used methodology under the income approach is the discounted cash flow method, which includes significant assumptions about the underlying investment's projected net earnings or cash flows, discount rate, capitalization rate and exit multiple. The Adviser's secondary methodology, generally used to corroborate the results of the income approach, is typically the market approach. The most widely used methodology under the market approach relies upon valuations for comparable public companies, transactions or assets, and includes making judgments about which companies, transactions or assets are comparable. In certain cases, debt and equity securities are valued on the basis of prices from an orderly transaction between market participants provided by reputable dealers or pricing services. In determining the value of a particular investment, pricing services may use certain information with respect to transactions in such investments, quotations from dealers, pricing matrices and market transactions in comparable investments and various relationships between investments. Depending on the facts and circumstances associated with the investment, different primary and secondary methodologies may be used including option value, contingent claims or scenario analysis, yield analysis, projected cash flow through maturity or expiration, probability-weighted methods and/or recent round of financing. Generally, material differences between the primary and secondary approaches will be investigated and updates may be made to model inputs as deemed necessary.
Debt Investments
In general, debt investments will be valued by the Adviser based on market quotations or at fair value determined in accordance with the valuation policy and are accounted for on a settlement basis. Market quotations may be obtained from third-party pricing service providers or, if not available from third-party pricing service providers, broker-dealers for certain of the Aggregator's debt investments. Securities that are traded publicly on an exchange or other public market (stocks, exchange traded derivatives and securities convertible into publicly traded securities, such as warrants) will be valued at the closing price of such securities in the principal market in which the security trades. If market quotations are not readily available (or are otherwise not reliable for a particular investment), the fair value will be determined in good faith by the Adviser. The primary methodology for determining the fair value of such investments is generally a yield analysis whereby the Adviser determines if there is adequate collateral value supporting such investments and whether the investment's yield approximates market yield. If the market yield is estimated to approximate the investment's yield, then such investment is valued at its par value. If the market yield is not estimated
to approximate the investment's yield, the Adviser will project the expected cash flows of the investment based on its contractual terms and discount such cash flows back to the valuation date based on an estimated market yield. Market yield is estimated based on a variety of inputs regarding the collateral asset(s) performance and capital market conditions, in each case as determined in good faith by the Adviser. The Adviser may determine that certain investments in debt investments will be valued using different procedures.
Principles of Consolidation
The Fund and the Aggregator are both investment companies under ASC 946. There is inherent judgment in how to apply ASC Topic 810, Consolidation ("ASC 810"), to instances where an investment company invests in another investment company as generally investment companies do not consolidate their investments and rather report them at fair value. The Fund considered the guidance in ASC 810, ASC 946 and certain SEC industry guidance in concluding that non-consolidation of the Aggregator by the Fund has been deemed appropriate. In considering ASC 810, the following factors were deemed important in supporting a conclusion that the Fund does not have a controlling financial interest in the Aggregator: (a) the Aggregator's purpose is to pool investments across funds from various regions, (b) there is no contractual mechanism for the Fund to control the Aggregator and (c) essentially all of the Aggregator's activities are not conducted on behalf of the Fund. The Fund believes non-consolidation is the financial presentation that most meaningfully presents the financial position and results of operations.
As the investment in and operations of the Aggregator are an integral part of the Fund's condensed financial statements, two sets of financial statements are included in this report, one for the Fund and one for the Aggregator. Barring a significant change to the activities and structure of the Aggregator, we do not expect this consolidation conclusion and the resulting presentation to change.
Recent Accounting Pronouncements
See "Item 1. Financial Statements-Condensed Financial Statements of Macquarie Infrastructure Fund, L.P.-Notes to the Condensed Financial Statements-Note 2. Summary of Significant Accounting Policies" and "Item 1. Financial Statements-Condensed Consolidated Financial Statements of MIF Cayman, L.P.-Notes to Condensed Consolidated Financial Statements-Note 2. Summary of Significant Accounting Policies" for a discussion concerning recent accounting pronouncements.
Off-Balance Sheet Arrangements
We currently do not have any off-balance sheet financings or liabilities other than contractual commitments and other legal contingencies incurred in the normal course of our business.
Contractual Obligations and Commitments
For contractual obligations and commitments extending beyond September 30, 2026, see "Item 1. Financial Statements-Condensed Financial Statements of Macquarie Infrastructure Fund, L.P.-Notes to the Condensed Financial Statements-Note 7. Commitments and Contingencies" and "Item 1. Financial Statements-Condensed Consolidated Financial Statements of MIF Cayman, L.P.-Notes to the Condensed Consolidated Financial Statements-Note 8. Commitments and Contingencies."
Related Parties
The Fund and the Aggregator may engage in transactions with affiliates of Macquarie, including entities managed or advised by MAM-Managed Entities.
Macquarie, MAM-Managed Entities and their affiliates may hold or acquire assets and contribute or sell such assets to the Fund, the Aggregator or their subsidiaries. These transfers may occur in kind, from Macquarie, a MAM-Managed Entity or any of their affiliates, at FMV, at cost or otherwise at cost plus roll forward, in each case as determined by the Adviser, plus related expenses, including transaction costs and a risk or similar premium. See "Item 1. Financial Statements -Condensed Financial Statements of Macquarie Infrastructure Fund, L.P. -Notes to the Condensed Financial Statements-Note 6. Related Party Transactions" and "Item 1. Financial Statements-Condensed Consolidated Financial Statements of MIF Cayman, L.P.-Notes to the Condensed Consolidated Financial Statements-Note 7. Related Party Transactions" for details of the Fund's related party transactions.