Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with the financial statements and the related notes of Blackstone Infrastructure Strategies L.P. and the consolidated financial statements and the related notes of BXINFRA Aggregator (CYM) L.P. both included within this report.
The investment activities of BXINFRA are carried out through the Aggregator, a
non-consolidated
affiliate of BXINFRA U.S. As such, in this discussion and analysis, we believe it is important to present information for both BXINFRA U.S. and the Aggregator. The financial statements of each entity are presented in "Item 8. Financial Statements and Supplementary Data" of this document and for information related to the principles of consolidation see "-Critical Accounting Estimates - Principles of Consolidation."
Overview
We were organized on July 16, 2024 as a limited partnership under the laws of the State of Delaware. We are a private fund exempt from registration under Section 3(c)(7) of the 1940 Act.
Our investment objectives are to deliver attractive risk-adjusted returns consisting of both current income and long-term capital appreciation. We seek to meet our investment objectives by investing primarily in Infrastructure Investments, leveraging the talent and investment capabilities of Blackstone's infrastructure platform to create an attractive portfolio of alternative infrastructure investments.
Our investment strategy will employ the full breadth of Blackstone's Infrastructure Platform, including:
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Infrastructure Equity
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Infrastructure
Secondaries
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Infrastructure Credit
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Infrastructure equity investments generally include direct investments in infrastructure platforms and other assets where we can drive long-term growth, including through operational improvements
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Infrastructure secondaries investments include investments in limited partner interests of private funds in the secondary market, including Core+ and Core infrastructure funds, fund continuation vehicles and other structured solutions
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Infrastructure credit investments include structured loans to infrastructure companies often secured by assets with long-term contracted cash flows
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To a lesser extent, we will also invest in Debt and Other Securities. Debt and Other Securities may be used to generate income, facilitate capital deployment and provide a potential source of liquidity.
We will generally seek to invest at least 80% of our NAV in Infrastructure Investments and up to 20% of our NAV in Debt and Other Securities. Our investments may vary materially from these indicative allocation ranges, including due to factors such as a large inflow to capital over a short period of time, the Sponsor's assessment of the relative attractiveness of opportunities, or an increase in anticipated cash requirements or redemption requests and subject to any limitations or requirements relating to applicable law. Certain investments could be characterized by the Investment Manager, in its discretion, as either Infrastructure Investments or Debt and Other Securities depending on the terms and characteristics of such investments. We may make investments by investing in or alongside Other Blackstone Accounts, subject to the terms and conditions of our and such Other Blackstone Accounts' governing documents.
We expect to access Infrastructure Investments in a variety of ways, including through direct investments in companies and other operating assets; secondary market purchases of existing investments in established investment funds, fund continuation vehicles and other structured solutions managed by Blackstone affiliates or third-party managers; and capital commitments to commingled investment funds managed by Blackstone affiliates or third-party managers.
Business Environment
Throughout 2025, BXINFRA's operating companies exhibited broad-based strength and solid revenue growth. In the second half of 2025, a more favorable capital markets environment supported an acceleration in transaction activity, and we expect this trend to continue.
Despite this overall strength, the potential for artificial intelligence-driven disruption has recently weighed on equity values of companies in certain sectors. We believe that the ultimate impact of such disruption will vary by sector and, in many cases, will have positive implications for the hard infrastructure that enables the deployment and scaling of artificial intelligence and other advanced technologies. In our view, a number of BXINFRA's portfolio companies are well-positioned to benefit from these trends as increased demand for data processing, electrification, and automation drives the need for reliable underlying infrastructure. We believe that our portfolio will generally benefit from the long time horizons, high barriers to entry, regulated and contracted cash flows, and mission-critical nature of the services provided that make infrastructure an attractive asset class in the current environment.
Investment Portfolio
BXINFRA's portfolio is primarily invested in companies headquartered in North America and diversified across Blackstone Infrastructure's key themes of digital, energy and transportation.
As of December 31, 2025, BXINFRA's portfolio:
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•
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Provides exposure to over 25 underlying infrastructure platforms and portfolio companies, including infrastructure investments held through fund interests.
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•
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Consists of Infrastructure Investments and future commitments to acquire investments totaling up to $4.5 billion, exclusive of the investment commitments acquired by consolidated legal entities of Blackstone Holdings Finance Co. L.L.C. under a warehousing agreement (the "BXINFRA Warehouse"). Out of the $4.5 billion, BXINFRA has invested or committed $3.5 billion to Infrastructure Equity investments, $418.0 million to Infrastructure Secondaries and $571.0 million to Infrastructure Credit. On an invested basis, 25.8% of BXINFRA's Infrastructure Investment portfolio consists of fund interests in Blackstone's infrastructure funds and a diversified secondaries portfolio. BXINFRA holds $468.7 million of Debt Investments - Liquids at cost.
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As of December 31, 2025, the BXINFRA Warehouse had $952.6 million of commitments. The BXINFRA Fund Program's obligation to acquire any of the investments of the BXINFRA Warehouse is contingent upon BXINFRA and BXINFRA Lux raising sufficient capital to acquire such assets as determined by the Investment Manager. As of December 31, 2025, the Investment Manager had not determined the allocations of investments of the BXINFRA Warehouse between BXINFRA and BXINFRA Lux and it is not certain whether BXINFRA will ultimately acquire any such investments.
Key Components of Our Results of Operations and Financial Metrics
From inception through January 2, 2025, we had not commenced our principal operations and were focused on our formation and preparation for fundraising and the commencement of investment operations. Our key financial measures and the results of operations are discussed below.
Net Change in Unrealized Gain (Loss) on Investment in the Aggregator
BXINFRA U.S. generates income primarily from its investment in the Aggregator. BXINFRA U.S. has an interest of 93.1% in the Aggregator as of December 31, 2025, an increase of 0.8% compared to an interest of 92.3% as of September 30, 2025. The increase in BXINFRA U.S. interest is driven by relative subscriptions between BXINFRA U.S. and the Parallel Fund. For the year ended December 31, 2025, the Aggregator generated a Net Increase in Net Assets Resulting from Operations of $324.5 million, which resulted in BXINFRA U.S. recognizing a Net Change in Unrealized Gain (Loss) on Investment in the Aggregator of $231.1 million. There were no net realized gains or losses from the investment in the Aggregator for the year ended December 31, 2025. Key drivers of the results of operations of the Aggregator are discussed below.
Aggregator Income and Net Realized and Unrealized Gain (Loss) on Investments, Derivative Instruments and Translation of Assets and Liabilities in Foreign Currencies
The Aggregator generates income from investments in Infrastructure Investments, including dividends, and distributions on our investments. We also generate income in the form of interest income from our 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.
For the year ended December 31, 2025, the Aggregator recorded $331.3 million of Net Change in Unrealized Gain (Loss) on Investments, primarily driven by unrealized appreciation on investments in the digital infrastructure and transportation infrastructure sectors, $60.4 million of Interest Income, primarily driven by interest earned on liquid debt investments, and $34.3 million of Dividend Income earned on Equity Investments, partially offset by $(17.1) million of Net Realized Gain (Loss) on Investments, Derivative Instruments, and Translation of Assets and Liabilities in Foreign Currencies.
Aggregator Expenses
Except as specifically provided below, all investment professionals and staff of the Investment Manager, when and to the extent engaged in providing investment management services to us, and the base compensation, bonus and benefits, and the routine overhead expenses of such personnel allocable to such services, will be provided and paid for by the Investment Manager. In consideration for its investment management services, BXINFRA U.S. (indirectly through the Aggregator) pays the Investment Manager a management fee (the "Management Fee"). The Aggregator will bear other expenses of its operations, including, but not limited to (a) investment management and administration fees paid to the Investment Manager pursuant to BXINFRA U.S.'s Investment Management Agreement, (b) Performance Participation Allocation paid to the General Partner, (c) other expenses incurred, charged or specifically attributed or allocated by the General Partner, the Investment Manager and/or their affiliates in performing administrative and/or accounting services for BXINFRA or any Portfolio Entity and (d) all other expenses of BXINFRA's operations, administrations and transactions, excluding expenses specific to BXINFRA U.S. (described below).
For the year ended December 31, 2025, the Aggregator incurred $101.8 million in gross Total Expenses, composed primarily of Performance Participation Allocation of $47.4 million, primarily driven by unrealized appreciation of investments, gross Management Fees of $30.5 million (of which $10.7 million was waived by the Investment Manager, as it agreed to waive the Management Fees for the first six months following the date
BXINFRA U.S. first accepted third-party investors and commenced investment operations) and Professional Fees of $13.1 million, offset by expense support provided by the Investment Manager of $0.7 million. For the year ended December 31, 2025, the Aggregator incurred $90.5 million in Net Expenses which represents total gross expenses less expense support and amounts waived.
BXINFRA U.S. Expenses
For the year ended December 31, 2025, BXINFRA U.S. incurred gross Total Expenses of $14.7 million, composed primarily of Warehousing Fees of $13.2 million. Gross Total Expenses were offset by Warehousing Fees Waived of $13.2 million, which resulted in Net Expenses of $1.5 million for the year ended December 31, 2025.
Financial Condition, Liquidity and Capital Resources
We generate cash primarily from BXINFRA U.S.'s net proceeds of its continuous offering of Units, which are then invested into the Aggregator. The Aggregator further generates cash from realizations and other income earned from Investments and proceeds from net borrowings on its credit facility. The primary uses of our Cash and Cash Equivalents include purchasing investments in companies via intermediaries and funding other equity and debt instruments, funding the costs of our operations, funding redemptions under our unit redemption plan, debt service, repayment and other financing costs of our borrowings and cash distributions to the holders of our Units.
As of December 31, 2025, debt financing available to BXINFRA U.S. and the Aggregator consisted of two senior secured revolving credit facilities, an unsecured, uncommitted line of credit agreement, a revolving credit facility and an asset-backed repurchase agreement. As of December 31, 2025, the Aggregator had a principal amount of $70.0 million outstanding under the senior secured revolving credit facilities and revolving credit facility, and BXINFRA U.S. had no borrowings or amounts outstanding under its line of credit agreement. We have and may continue to, from time to time, enter into additional credit facilities, increase the size of our existing credit facilities or issue additional other forms of debt. Any such incurrence or issuance may be from sources within the U.S. or from various foreign geographies or jurisdictions, and may be denominated in currencies other than the U.S. dollar. Additionally, any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. We also receive and deploy proceeds from our continuous private offerings of Units on a monthly basis.
As described below, as of December 31, 2025, BXINFRA U.S.'s and the Aggregator's Cash and Cash Equivalents, taken together with the unused capacity under the Aggregator's credit facilities and the unused capacity under BXINFRA U.S.'s line of credit agreement, proceeds from new or amended financing arrangements and the continuous offering of Units is 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 and the use of existing and future financing arrangements.
The Aggregator
As of December 31, 2025, the Aggregator had $64.7 million in Cash and Cash Equivalents which, in combination with $780.0 million of unused capacity under the Aggregator's credit facilities, and net proceeds from Units, we expect to be sufficient for investing activities and to conduct operations in the near term. Additionally, as of December 31, 2025, the Aggregator held $468.4 million of liquid debt investments, which could provide additional liquidity, if necessary. As of December 31, 2025, the Aggregator had conditional commitments of $289.0 million to new investments. This excludes commitments of the BXINFRA Warehouse as it is not certain whether the Aggregator will ultimately acquire any such investments. Generally, conditional commitments are subject to certain terms and conditions prior to closing of the relevant transactions. Conditional commitments of the Aggregator are generally expected to close within twenty-four months of signing, although there can be no assurance that such transactions will close as expected or at all. As of December 31, 2025, the Aggregator had unfunded commitments of $936.1 million to existing investments which are generally due upon
demand, of which $418.2 million is committed to other Blackstone funds, which while due upon demand are generally called over a period of up to four years. 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 net proceeds from Units issued and investment sale realizations. BXINFRA expects to continue making fund commitments in the future and, at times, reevaluate commitments to existing vehicles. 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 net proceeds from Units issued and investment sale realizations. BXINFRA expects to continue making fund commitments in the future and, at times, reevaluate commitments to existing vehicles.
BXINFRA U.S.
As of December 31, 2025, BXINFRA U.S. had $1.1 million in Cash and Cash Equivalents and $300.0 million of unused capacity under BXINFRA U.S.'s line of credit agreement which, including net proceeds from the continuous offering of Units, we expect to be sufficient to conduct operations in the near term.
Transactional Net Asset Value
BXINFRA U.S. calculates its Transactional NAV per Unit in accordance with valuation policies and procedures that have been approved by the Board of Directors. Transactional NAV is the price at which it sells and redeems its Units and serves as a basis for certain fees incurred by BXINFRA U.S. The Sponsor also evaluates changes to Transactional NAV to monitor fund performance. Transactional NAV is based on the
month-end
values of its investments and other assets and the deduction of any liabilities, including certain fees and expenses, in all cases as determined in accordance with the valuation policies and procedures that have been approved by the Board of Directors. Organizational and offering expenses advanced on BXINFRA U.S.'s behalf by the Investment Manager are recognized as a reduction to Transactional NAV ratably over 60 months beginning on January 1, 2026, and unitholder servicing fees, as applicable, are recognized as a reduction to Transactional NAV on a monthly basis as such fees are accrued. 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. BXINFRA U.S. believes that the presentation of Transactional NAV is useful to investors because it is the basis for subscriptions, redemptions and certain key fees and expenses incurred by BXINFRA and it enables investors to evaluate the change in value of their investment.
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December 31, 2025
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(Dollars in Thousands)
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Components of BXINFRA U.S.'s Transactional Net Asset Value
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Investment in the Aggregator (a)
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$
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3,558,921
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Cash and Cash Equivalents
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1,063
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Other Assets
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29,037
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Accrued Unitholder Servicing Fees (b)
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(1,635
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)
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Other Liabilities
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(31,321
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)
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Transactional Net Asset Value
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$
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3,556,065
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(a)
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For BXINFRA U.S.'s Transactional NAV, Investment in the Aggregator includes organizational and offering expenses paid by the Investment Manager in the month the Aggregator reimburses the Investment Manager for such costs, Performance Participation Allocation accrual and Management Fee accrual. Investment in the Aggregator excludes certain contingent tax liabilities which the General Partner reasonably expects will not be recognized upon divestment of the underlying investment. There was no Management Fee accrual through June 30, 2025 as the Investment Manager waived Management Fees for the first six months following commencement of operations.
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(b)
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Accrued unitholder servicing fees only apply to Class S and Class D Units, as applicable. For purposes of BXINFRA U.S.'s Transactional NAV, the fees are recognized as a reduction of BXINFRA U.S.'s Transactional NAV on a monthly basis.
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The Transactional NAV per Unit for each class, or series of a class, of BXINFRA U.S. was as follows:
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December 31, 2025
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Transactional
NAV per Unit
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Number of
Units
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Class I (a)
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$
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27.57
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83,138,103
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Class S
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$
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27.33
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41,962,043
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Class D
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$
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27.49
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4,271,682
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129,371,828
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(a)
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As of March 6, 2026, the Fund redesignated existing Class I Units to
Class I-Series
I Units and designated two new series of Class I Units,
Class I-Series
II Units and
Class I-Series
III Units. The initial Transactional NAV for
Class I-Series
II Units and
Class I-Series
III Units will be equal to the Transactional NAV per Unit for
Class I-Series
I Units (also referred to as "Class I Units" in the table above).
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The following table reconciles GAAP Net Asset Value to BXINFRA U.S.'s Transactional Net Asset Value:
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December 31, 2025
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(Dollars in Thousands)
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GAAP Net Asset Value
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$
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3,485,248
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Adjustments
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Organizational and Offering Expenses (a)
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3,286
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Servicing Fee (b)
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67,531
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Transactional Net Asset Value
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$
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3,556,065
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(a)
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Represents an adjustment to the Investment in the Aggregator to reflect the recognition of organizational and offering expenses ratably over the
60-month
reimbursement period beginning January 1, 2026.
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(b)
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Represents an adjustment to reflect unitholder servicing fees on Class S and Class D Units, as applicable, as they are accrued on a monthly basis.
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Critical Accounting Estimates
The preparation of the 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 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 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 investment companies under Financial Accounting Standards Board Accounting Standards Codification ("ASC") Topic 946,
Financial Services - Investment Companies
("ASC 946"), BXINFRA U.S. and the Aggregator are required to report investments, including those for which current market values are not readily available, at fair value in accordance with ASC 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 the investments in accordance with GAAP and for purposes of computing a monthly Transactional NAV.
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 Sponsor 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 Sponsor'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.
Investments in Investee Funds
Investments in Investee Funds are generally valued based on the latest NAV reported or provided by the investment fund's investment advisor or investment manager. NAV as a practical expedient is appropriate if the reported NAV of the Investments in Investee Funds are calculated in a manner consistent with the measurement principles applied to investment companies and the Aggregator has internal processes to independently evaluate the fair value measurement process utilized by underlying investment funds to calculate such funds' NAVs, both of which are in accordance with ASC 946. Such internal
processes include the evaluation of the Investment in Investee Funds' own process and related internal controls in place to estimate the fair value of its underlying investments that are included in the NAV calculation, performance of ongoing operational due diligence, review of such funds' financial statements and ongoing monitoring of other relevant qualitative and quantitative factors. If the latest NAV of an investment fund is not available at the time BXINFRA U.S. is calculating its NAV, the Sponsor 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. For certain investments in investment funds managed by the same Investment Manager, the Sponsor will value consistent with the methodologies outlined above for Direct Investments.
Debt and Other Securities
In general, Debt and Other Securities will be valued by the Sponsor 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 and Other Securities. 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 Sponsor. The primary methodology for determining the fair value of such investments is generally a yield analysis whereby the Sponsor 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 Sponsor 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 Sponsor. The Sponsor may determine that certain Investments in Debt and Other Securities will be valued using different procedures.
Sponsor Process on Fair Value
Due to the importance of fair value throughout the financial statements and the significant judgment required to be applied in arriving at those fair values, the Sponsor has developed a process around valuation that incorporates several levels of approval and review from both internal and external sources.
For investments valued utilizing the income method and where the Sponsor has information rights, the Sponsor generally has a direct line of communication with each of the portfolio companies' and underlying assets' finance teams and collects financial data used to support projections used in a discounted cash flow analysis. The valuation team then analyzes the data received and updates the valuation models reflecting any changes in the underlying cash flow projections, weighted-average cost of capital, exit multiple or capitalization rate and any other valuation input relevant to economic conditions.
The results of all valuations of investments are reviewed and approved by the BXINFRA valuation
sub-committee,
which consists of key personnel including BXINFRA's Chairperson, Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, the Investment Manager's Chief Compliance Officer, and Blackstone's Global
Co-Chief
Investment Officer. See "Part I. Item 1. Business - Investment Process Overview." To further corroborate results, each quarter, the Sponsor will engage a qualified, independent valuation advisor to provide
positive assurance for the valuations of each of the Aggregator's Direct Investments prepared by the Sponsor. It is expected that the independent valuation advisor will provide such positive assurance on a rolling basis throughout the quarter, such that the Aggregator's Direct Investments may be reviewed at different times during the quarter but that the independent valuation advisor would provide positive assurance on each Direct Investment at least once per quarter. Additionally, a second independent valuation advisor will provide a more detailed "range of value" analysis on a rolling basis throughout the year, such that the value of Aggregator's Direct Investments may be estimated by an independent valuation advisor at different times during the year but that the independent valuation advisor would provide a range of value on each Direct Investment at least once per year. Both independent valuation advisors will be engaged on a monthly basis and will review a portion of the portfolio each month. Finally, valuation is subject to the annual audit of the financial statements performed by our independent auditor.
Servicing Fees
BXINFRA U.S. and the Feeder entered into an amended and restated dealer manager agreement (as may be further amended and restated from time to time, the "Dealer Manager Agreement") with Blackstone Securities Partners L.P. (the "Dealer Manager"), a broker-dealer registered with the SEC under the Securities Exchange Act of 1934, as amended, and a member of the Financial Industry Regulatory Authority. Pursuant to the Dealer Manager Agreement, BXINFRA U.S. pays the Dealer Manager a servicing fee in the amount of (a) 0.85% per annum of the aggregate NAV for the Class S Units as of the last day of each month and (b) 0.25% per annum of the aggregate NAV for the Class D Units as of the last day of each month, in each case, payable monthly. Neither BXINFRA U.S. nor its affiliates pay the Dealer Manager a servicing fee in respect of the purchase of any Class I Units. In calculating the servicing fees, BXINFRA U.S. uses its NAV before giving effect to any accruals for the servicing fees, redemptions, if any, for that month and distributions payable on its Units. The servicing fees are payable to the Dealer Manager, but the Dealer Manager anticipates that all of such fees will be retained by, or reallowed (paid) to, participating brokers or other financial intermediaries.
BXINFRA U.S. accrues the cost of the servicing fees for the estimated life of its Units, as applicable, as a distribution cost at the time it sells Class S Units and Class D Units. The calculation of the estimated amount of servicing fees to be paid in future periods includes significant estimates including the estimated life of the Units held by a unitholder and judgments including market expectations. Servicing Fees Payable as of December 31, 2025 were $69.2 million.
Principles of Consolidation
BXINFRA U.S. 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. BXINFRA U.S. considered the guidance in ASC 810, ASC 946 and certain SEC industry guidance in concluding that
non-consolidation
of the Aggregator by BXINFRA U.S. was appropriate. In considering ASC 810, the following factors were deemed important in supporting a conclusion that BXINFRA U.S. 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 BXINFRA U.S. to control the Aggregator and (c) substantially all of the Aggregator's activities are not conducted solely on behalf of BXINFRA U.S. BXINFRA U.S. 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 BXINFRA U.S.'s financial statements, two sets of financial statements are included in this report, one for BXINFRA U.S. 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 Developments
Information regarding recent accounting developments and their impact on BXINFRA U.S. and the Aggregator, if any, can be found in Note 2. "Summary of Significant Accounting Policies" in the "Notes to Financial Statements" of BXINFRA U.S. and Note 2. "Summary of Significant Accounting Policies" in the "Notes to Consolidated Financial Statements" of the Aggregator in "- Item 8. Financial Statements and Supplementary Data" in this report.