UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO
SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (
Date of earliest event reported):
June 30, 2025
Stonepeak-Plus Infrastructure Fund LP
(Exact Name of Registrant as Specified in Charter)
Delaware
|
000-56711
|
33-1582934
|
(State or Other Jurisdiction of Incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
55 Hudson Yards
550 W 34th Street, 48th Floor
New York, NY
(Address of Principal Executive Offices)
|
|
10001
(Zip Code)
|
(212) 907-5100
Registrant’s telephone number, including area code
Not Applicable
(Former
Name or Former Address, if
Changed Since
Last Report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
☐
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
☐
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Securities registered pursuant to
Section 12(b) of the Act:
|
|
|
|
Name of each exchange
on which registered
|
None
|
|
None
|
|
None
|
Indicate by check mark whether the registrant is an emerging growth company as defined in
Rule 405 of the
Securities Act of 1933 (§230.405 of this chapter) or
Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to
Section 13(a) of the Exchange Act.
☐
Item 3.02. |
Unregistered Sales of Equity Securities.
|
As of June 2, 2025,
Stonepeak-Plus Infrastructure Fund LP (the “
Fund”) sold unregistered limited partnership units (the “
Units”) for
aggregate consideration of approximately $286,133,731.
(1) The following table provides details on the Units sold by the Fund (rounding to the nearest whole number):
|
|
Number of Units Sold(2)
|
|
|
Aggregate Consideration
|
|
Class A-1a
|
|
|
8,307,358
|
|
|
$
|
214,115,050
|
|
Class A-1b
|
|
|
1,357,950
|
|
|
$
|
35,000,000
|
|
Class A-1c
|
|
|
1,163,957
|
|
|
$
|
30,000,000
|
|
Class F-1
|
|
|
177,891
|
|
|
$
|
4,585,000
|
|
Class X
|
|
|
94,423
|
|
|
$
|
2,433,681
|
|
(1) |
The Fund invests generally alongside another vehicle that is managed by Stonepeak-Plus Infrastructure Fund Advisors LLC, its investment advisor (the “Investment Advisor”), is organized outside of the United States, and has substantially similar investment
objectives and strategies with the Fund (the Fund and such other vehicle, together, “SP+ INFRA”).
|
(2) |
The number of Units sold by the Fund was finalized on June 30, 2025, following the calculation of the Fund’s transactional net asset value (“Transactional NAV”) per Unit for Class X as of May 31, 2025. The purchase price for each of Class
A-1a, Class A-1b, Class A-1c, and Class F-1 of the Fund as of June 2, 2025 is the Transactional NAV per Unit for Class X as of May 31, 2025, which was the only outstanding class as of May 31, 2025. See Item
8.01 below for more information on the Fund’s Transactional NAV.
|
The offer and sale of the Units were made as part of the Fund’s continuous private offering and were exempt from the registration provisions of the
Securities Act of 1933, as amended, pursuant to
Section 4(a)(2) and
Regulation D thereunder.
Class A-1a Units,
Class A-1b Units,
Class A-1c Units and
Class F-1 Units were sold to third-party
investors, including through
Stonepeak-Plus Infrastructure Fund (TE) LP, a Delaware limited partnership, for certain investors with particular tax characteristics, such as tax-exempt investors
and non-U.S. investors. Class
X Units were sold to officers of the Fund and operating partners, senior advisors and employees of affiliates of the Investment Advisor.
As of June 2, 2025, SP+ INFRA (inclusive of the Fund) sold interests for aggregate consideration of approximately $373,737,171. Since inception on May 2, 2025, through
the date of filing of this Current Report on Form 8-K, SP+ INFRA (inclusive of the Fund) has sold interests for aggregate cash consideration of approximately $436,823,871 as part of its continuous private offering.
Item 5.02.
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
|
On July 2, 2025,
Stonepeak-Plus Infrastructure Fund Associates LP, the general partner of the Fund (the “General Partner”) appointed Cyrus Gentry, the Chief
Executive Officer of the Fund to the
Fund’s board of directors (the “Board”) as a director, and both the
General Partner and the Board appointed
Robert Soderbery to the Board as an independent director. The Board also appointed Mr. Soderbery to the Audit Committee. The appointment of Mr. Gentry and Mr.
Soderbery brings the total number of directors to six, three of whom are independent of the Fund, as determined by the Board.
Mr. Gentry is a Managing Director at Stonepeak Partners LP
(together with subsidiaries and affiliated entities, “Stonepeak”). Mr. Gentry joined Stonepeak in 2017 and has played a senior role in the firm’s investing activities within the digital infrastructure sector in both North America and Europe. With over 14 years of relevant investing experience, Mr. Gentry plays a key role in implementing and managing the Fund’s strategy.
Prior to Stonepeak, Mr. Gentry worked at BC Partners, Advent International and J.P. Morgan. Mr. Gentry received a Bachelor of Science in Applied Economics and Management from Cornell University. He currently sits on the Board of the South
Street Seaport Museum in New York and serves as one of the Church Commissioners for the Church of England, who hold responsibility for managing the Church’s permanent endowment fund.
Mr. Gentry has not been appointed to serve as a director pursuant to any arrangement
or understanding with the Fund or any other person and there are no transactions in which Mr. Gentry has an interest requiring disclosure under Item 404(a) of Regulation S-K. Mr. Gentry will
not receive compensation for his role as a director.
Mr. Soderbery served as the Executive Vice President and General Manager,
Flash Business, of Western Digital Corporation, from 2020 to 2024. Prior to that, Mr. Soderbery
served as president and
board member of UpLift, Inc., a travel finance company, from 2017 to 2020. He has also served as an advisor to Rockwell Automation, Inc. since May
2017 and as managing member of Acclimate Ventures LLC, a consulting, advisory and investment firm, since 2016. Mr. Soderbery previously served as senior vice president and general manager, enterprise products, and in other senior leadership roles
at Cisco Systems from 2009 to 2016. Prior to that, he served as senior vice president, storage and availability management group, and in other leadership roles at Symantec Corporation. Mr. Soderbery received a
Bachelor of Science in
Electrical Engineering from California Institute of Technology and a
Master of
Science in
Computer Science from Stanford University.
Mr. Soderbery has not been appointed to serve as a director pursuant to any arrangement or understanding
with the Fund or any other person and there are no transactions in which Mr. Soderbery has an interest requiring disclosure under Item 404(a) of Regulation S-K. Mr. Soderbery will receive the
standard compensation paid by the Fund to its independent directors as further described in “
Item
6. Executive Compensation – Compensation of Directors” of the Fund’s Registration Statement on Form 10 filed on January 31, 2025 (the “Form 10”), which description is incorporated herein by reference.
Transactional Net Asset Value
The Transactional NAV per Unit for Class X Units as of May 31, 2025 is $25.77.
As of May 31, 2025, no
Class A-1a, Class A-1b, Class A-1c, Class D-1,
Class D-2,
Class I-1,
Class I-2,
Class S-1,
Class S-2,
Class F-1,
Class F-2,
Class F-3 or
Class F-4
units were outstanding.
The Fund calculates Transactional NAV for purposes of establishing the price at which transactions in the Fund’s Units are made. A description of the Fund’s valuation
process was included under “
Item 9. Market Price of and Dividends on the
Registrant’s Common Equity and Related Unitholder Matters” of the
Form 10. Transactional
NAV is based on the month-end
values of the Fund’s investments
, the addition of the value of any other assets (such as cash on hand), and the deduction of the Fund’s liabilities, including certain fees and
expenses, in accordance with the Fund’s valuation policy.
Signatures
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned hereunto duly authorized.
|
STONEPEAK-PLUS INFRASTRUCTURE FUND LP
|
|
|
|
By:
|
/s/ Cyrus Gentry
|
|
|
Name:
|
Cyrus Gentry
|
|
|
Title:
|
Chief Executive Officer
|
|
|
|
|
4