v3.26.3
Warehousing Agreement
9 Months Ended
Sep. 30, 2026
Warehousing Agreement [Abstract]  
Warehousing Agreement
9. Warehousing Agreement
On August 22, 2025, the BXINFRA Fund Program, the Investment Manager and Finco entered into an amended and restated warehousing agreement (as may be further amended and restated from time to time, the “A&R Warehousing Agreement”). Under the A&R Warehousing Agreement, in connection with the launch and ramp-up of the BXINFRA Fund Program, Finco and its affiliates agreed to acquire certain investments that were approved by the Investment Manager and the BXINFRA investment committee up to an aggregate invested amount of $675.0 million (or such higher amount as is agreed between the parties), subject, in each case, to Finco’s approval at the time of acquisition (each, an “Approved Warehoused Investment”). At any time during the term of the A&R Warehousing Agreement, an Approved Warehoused Investment is acquired by consolidated legal entities of Finco, which together act as the “BXINFRA Warehouse.”
Finco agreed to subsequently transfer each Approved Warehoused Investment to BXINFRA or BXINFRA Lux, as applicable, and BXINFRA or BXINFRA Lux agreed to acquire such investments from Finco on the terms described in the A&R Warehousing Agreement following the point or points in time at which BXINFRA or BXINFRA Lux has sufficient capital to acquire such investments, as determined by the Investment Manager in its sole discretion (each such date, a “Warehouse Closing Date”) at a price equal to the cost of such Approved Warehoused Investment paid by Finco plus an amount equal to an annualized rate of 5% (or such lower amount as is agreed between the parties) measured over the period from the date the Approved Warehoused Investment was acquired by the BXINFRA Warehouse to the applicable Warehouse Closing Date. The Investment Manager has determined, and will continue to determine, in its sole discretion which and what portions of Approved Warehoused Investments BXINFRA or BXINFRA Lux, as applicable, has acquired, or will acquire, on each Warehouse Closing Date. Finco will continue to provide committed funding for Approved Warehoused Investments until the applicable Warehouse Closing Date, unless extended by the mutual agreement of the parties. BXINFRA will bear its proportionate (a) fees, costs and expenses, if any, incurred in developing, negotiating and structuring any Approved Warehoused Investment that is transferred to BXINFRA and (b) broken deal expenses. On August 21, 2026, the term of the warehousing agreement was extended to August 22, 2027, subject to further extension by mutual agreement of the parties.
During the nine months ended September 30, 2026 and 2025, BXINFRA acquired three and nine investments, respectively, as well as a liquid loan portfolio from the BXINFRA Warehouse at cost pursuant to the A&R Warehousing Agreement. Finco agreed to waive the 5% annualized amount in excess of cost contemplated by the A&R Warehousing Agreement in connection with the transfer of such investments. The fee accrued is reported in Warehousing Fees and the waived fee is reported in Warehousing Fees Waived on the Condensed Statements of Operations.
As of September 30, 2026, there were no investments remaining in the BXINFRA Warehouse and no outstanding commitments under the A&R Warehousing Agreement. As of December 31, 2025, there were seven investments for a total commitment amount of $952.6 million remaining in the BXINFRA Warehouse, out of which $294.2 million has been funded by Finco.