UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

 

(Exact name of Registrant as specified in its charter)

 

 

New York, New York 10154

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code:

(212)

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

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 of the Securities Exchange Act of 1934 of this chapter).

Blackstone Infrastructure Strategies L.P. Yes  No 

Blackstone Infrastructure Strategies (TE) L.P. Yes  No 

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.

Blackstone Infrastructure Strategies L.P. 

Blackstone Infrastructure Strategies (TE) L.P. 

 

 

 

On July 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 $278.2 million and $79.4 million, respectively.The following table details the Units sold by the Funds:

 

 

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

The Transactional NAV per Unit for each class of the Funds as of June 30, 2026 is as follows:

 

 

As of June 30, 2026, the BXINFRA Fund Program’s aggregate Transactional NAV was approximately $6.0 billion and BXINFRA’s aggregate Transactional NAV was approximately $5.6 billion.

The Funds calculate Transactional NAV for purposes of establishing the price at which transactions in their respective Units are made. A description of the Funds’ valuation process was included under “” of BXINFRA U.S.’s Annual Report on Form 10-K filed on March 6, 2026. Transactional NAV is based on the values of each Fund’s respective investments and other assets and the deduction of any respective liabilities, including certain fees and expenses, in all cases as determined in accordance with the valuation policy that has been approved by the BXINFRA U.S. board of directors. Organizational and offering expenses advanced on the Funds’ 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 Funds’ general partner reasonably expects such liabilities will not be recognized upon divestment of the underlying investment. Transactional NAVer Unit may differ from each Fund’s net asset value as determined in accordance with accounting principles generally accepted in the United States of America

 

3

On June 30, 2026, the Funds declared regular distributions for each class of their Units in the amounts per Unit set forth below:

 

The distributions for each class of Units are payable to unitholders of record as of the open of business on June 30, 2026 and will be paid on or about August 3, 2026.

These distributions will be paid in cash or reinvested in Units for unitholders participating in the Funds’ distribution reinvestment plan.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

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