Offering Terms

Key Features of the Fund

01

Monthly Subscriptions

02

Expected Quarterly Distributions

03

Expected Quarterly Liquidity

Key Terms Definitions

Key Terms Definitions

Term Description
Product BXINFRA is a private partnership focused on privately negotiated infrastructure assets diversified across geographies and sectors. [ 1 ]
Investment Manager Blackstone Infrastructure Advisors L.L.C.
Structure
  • Delaware limited partnership available to investors that qualify as Qualified Purchasers and Accredited Investors [ 2 ]
  • Registered under ’34 Act with public filing requirements (e.g., 10-Ks, 10-Qs)
Base Currency USD
Subscriptions Monthly purchases at NAV as of the first calendar day of each month, fully funded; subscription requests must be received at least five business days prior to the first calendar day of the month; full purchase price of the requested purchase amount must be received at least two business days prior to the first calendar day of the month [ 3 ]
Distributions Quarterly [ 4 ]
Expected Liquidity
  • Quarterly redemptions will be made at a redemption price equal to the Transactional NAV per unit of the applicable class as of the the last calendar day of the applicable calendar quarter. [ 5 ]
  • Units not held for at least two years will be redeemed at 95% of that calendar quarter’s redemption price. [ 6 ]
  • BXINFRA will redeem up to 3% of outstanding units (by number of units), effective as of the last calendar day of the immediately preceding calendar quarter. [ 7 ]
  • Redemption requests and required documentation may be submitted beginning the 1st business day of the first month in the particular calendar quarter and until 4pm ET on the last business day of the first month of the applicable calendar quarter.
  • BXINFRA’s General Partner may choose to redeem fewer units than have been requested in any particular quarter, or none at all, in its discretion at any time.
  • Any unit redemptions will be made in accordance with, and subject to the conditions of, BXINFRA’s unit redemption plan and its limited partnership agreement, each as amended or amended and restated from time to time.

Class I – Series II, Series III:

  • Units must be held for at least two years; thereafter, quarterly liquidity is expected but not guaranteed; subject to fund and investor-level caps
  • Following the two-year hard lock, and so long as units are outstanding, quarterly redemptions are limited to 1/8th of committed units, in addition to BXINFRA’s existing 3.0% quarterly limit
Investor Eligibility [ 2 ]
  • Qualified Purchasers (e.g., individuals, family trusts, and beneficiaries of participant directed plans with at least $5 million in qualified investments exclusive of residence entities with at least $25 million)
  • Charitable Remainder Trusts are permitted
  • A BXINFRA tax exempt (“TE”) feeder for investors with particular tax characteristics will be available to IRA, ERISA, and non-US investors
Tax Reporting Simplified schedule K-1 delivered before April 15

Key Terms Definitions

Term
Product
Investment Manager
Structure
Base Currency
Subscriptions
Distributions
Expected Liquidity
Investor Eligibility [ 2 ]
Tax Reporting

Advisor Fees

Advisor Fees

Management Fee Class I, S, D, N:
1.25% per annum of NAV, accrues monthly

Class I – Series II:
1.05% per annum of NAV, payable monthly

Class I – Series III:
0.95% per annum of NAV, payable monthly
Performance Fee 12.5% of the annual total return, subject to a 5% annual hurdle amount and a high-water mark, with a 100% catch-up, payable quarterly [ 8 ]
Administration Fee 0.10% per annum of NAV, accrues monthly and payable quarterly

Advisor Fees

Management Fee
Performance Fee
Administration Fee

Unit Class Terms

Unit Class Terms

Availability Initial Investment Follow-On Investments Subscription Fee Servicing Fee
Class I Through fee-based (wrap) programs, registered investment advisers and other institutional and fiduciary accounts $10,000 $1,000 None None
Class I – Series II
Class I – Series III
Through fee-based (wrap) programs, registered investment advisers and other brokerage, institutional, and fiduciary accounts Series II: $50M – $250M
Series III: $250M+
None None
Class S Through transactional / brokerage accounts $10,000 $1,000 Up to 3.5% 0.25%
Class D Through fee-based (wrap) programs, registered investment advisers and other institutional and fiduciary accounts $10,000 $1,000 Up to 1.5% 0.85%

Unit Class Terms

Class I
Class I – Series II
Class I – Series III
Class S
Class D
There is no guarantee BXINFRA will be diversified. Diversification does not assure a profit or protect against losses in a declining market.
All investors must be both a (i) Qualified Purchaser (e.g., minimum $5 million in investments) and (ii) Accredited Investor (e.g., minimum net worth in excess of $1 million for individuals). The referenced minimum thresholds are just one of several categories under which the investor may qualify and are included for convenience only. Excludes portfolio company leverage. Refer to BXINFRA’s PPM and subscription documents for more information.
NAV per unit will generally be available within 20 business days of month-end.
There is no assurance we will pay distributions in any particular amount, if at all. Any distributions we make will be at the discretion of our general partner. We may fund distributions from sources other than cash flow from operations, including, without limitation, the sale of assets, borrowings, return of capital or offering proceeds, and we have no limits on the amounts we may pay from such sources.
BXINFRA has implemented a redemption program in which it intends to offer to redemptions in each quarter up to 3% of Units outstanding as of the close of the previous calendar quarter. Quarterly redemptions offers are expected but not guaranteed. Please refer to the PPM for further details.
Settlements of redemptions are generally expected to be within 35 calendar days of the redemption date.
In each case, calculated across BXPE US but not including BXPE Lux.
Such allocation will be measured on a calendar year basis, be paid quarterly and accrue monthly (subject to pro-rating for partial periods). For the first calendar year of BXINFRA’s operations, the allocation was paid at the end of such first calendar year, and thereafter, the allocation is paid quarterly.