Exhibit (a)(1)(ii)
STONEPEAK-PLUS INFRASTRUCTURE FUND LP
550 W 34th Street, 48th Floor
New York, NY 10001
Offer to Purchase Up to 561,776
Limited Partnership Units
Dated August 4, 2025
The Offer and Withdrawal Rights Will Expire at
11:59 p.m., Eastern Time, on August 29, 2025, Unless
the Offer is Extended
To the Unitholders of Stonepeak-Plus Infrastructure Fund LP:
Subject to the terms and conditions set forth in this offer to purchase (the “Offer to Purchase”) and the related Letter of Transmittal (which together with the Offer to Purchase constitutes the “Offer”), Stonepeak-Plus Infrastructure Fund LP, a private fund that is exempt from registration under Section 3(c)(7) of the Investment Company Act of 1940, as amended (the “1940 Act”) and is organized as a Delaware limited partnership (the “Fund”), is offering to purchase up to 561,776 of its outstanding limited partnership units (including Class A-1a limited partnership units (the “Class A-1a Units”), Class A-1b limited partnership units (the “Class A-1b Units”), Class A-1c limited partnership units (the “Class A-1c Units”), Class F-1 limited partnership units (the “Class F-1 Units”), Class I-1 limited partnership units (the “Class I-1 Units”), Class X limited partnership units (“Class X Units”, and together with Class A-1a Units, Class A-1b Units, Class A-1c Units, Class F-1 Units and Class I-1 Units, the “Units”)) pursuant to tenders by its unitholders (the “Unitholders”), including, for the avoidance of doubt, indirectly by unitholders of Stonepeak-Plus Infrastructure Fund (TE) LP (the “Feeder Fund”), at a price equal to the net asset value per Unit as of September 30, 2025 or a later date determined by the Fund if the Offer is extended (the “Valuation Date”). Unless otherwise specified, references to Unitholders herein shall include any unitholders of the Feeder Fund (the “Feeder Unitholders”) and Feeder Unitholders shall have a right to participate in the Offer under the same terms as direct unitholders of the Fund. This Offer is currently scheduled to expire at 11:59 p.m., Eastern Time, on August 29, 2025 (the “Expiration Date”), but the Fund may extend this date; if it does, the Valuation Date may be changed. This Offer is being made to all Unitholders and is not conditioned on any minimum amount of Units being tendered, but is subject to certain conditions described below. Units are not traded on any established trading market.
Unitholders should realize that the value of the Units tendered in this Offer will likely change between the most recent time net asset value was calculated and communicated to them and the Valuation Date (the relevant date for determining the value of the Units tendered to the Fund for purposes of calculating the purchase price of such Units) and such change could be material. The Fund generally determines the net asset value per Unit for each class of Units around the 20th Business Day of the following month. The most recently calculated net asset value for each class of the Units can be found by going to https://stonepeakplusinfra.com. Unitholders should keep in mind that if they tender Units in a tender offer with a Valuation Date that is within the two-year period following the initial issue date of the Units being tendered, such Units will be subject to an “early repurchase deduction” (described further below) of 5% of the aggregate net asset value of the Units repurchased by the Fund, without duplication by the Feeder Fund. The early repurchase deduction will reduce the repurchase proceeds. For illustrative purposes, a Unitholder that acquires Units on January 1 would not incur an early repurchase deduction for participating in a repurchase offer that has a valuation date of December 31 of the following year (or anytime thereafter).
Unitholders desiring to tender all or any portion of their Units in accordance with the terms of the Offer should complete and sign the attached Letter of Transmittal and mail, email or fax it to the Fund’s transfer agent, SS&C GIDS, Inc. (the “Transfer Agent”), or the Unitholder’s financial intermediary, as applicable, in the manner provided for in the Letter of Transmittal and set forth in Section 4 “Procedure for Tenders” below.
IMPORTANT
The Fund makes no recommendation to any Unitholder as to whether to tender or refrain from tendering Units. Unitholders must make their own decisions whether to tender Units and, if so, the portion of their Units to tender.