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Summary of Significant Accounting Policies (Policies)
 12 Months Ended
Dec. 31, 2025
Related Party Transaction [Line Items]  
Basis of Presentation Basis of Presentation
The Partnership’s consolidated financial statements have been prepared in accordance with generally accepted
accounting principles in the United States of America (“U.S. GAAP”). The Partnership’s consolidated financial statements and
related financial information have been prepared pursuant to the requirements of Regulation S-X. The Partnership is considered
an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment
companies in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946.
The functional currency of the Partnership is U.S. dollars and these consolidated financial statements have been prepared in that
currency. A statement of changes in net assets, statement of cash flows and financial highlights have not been presented as of
December 31, 2024 because the Partnership had not commenced operations as of December 31, 2024.
Principles of Consolidation Principles of Consolidation
In accordance with ASC Topic 946, the Partnership generally does not consolidate investments unless the Partnership
has a controlling financial interest in an investment company or operating company whose business consists of providing
services to the Partnership. The General Partner determines whether the Partnership has a controlling financial interest in an
investment company at such company’s inception and continuously reconsiders that conclusion. For wholly owned and
substantially wholly owned interests in investment companies, the General Partner assesses the nature of the investment
structure and considers its interests in and governance rights over the investment company to determine whether the Partnership
holds a controlling financial interest. Performance of that analysis requires the exercise of judgment.
The Partnership has a controlling financial interest in Stonepeak-Plus Infrastructure Fund Lower Fund VI-A LP (“Lower
Fund VI-A”) which wholly owns Stonepeak-Plus Infrastructure Fund Holdco A (CYM) LLC (“Holdco A,” collectively with
Lower Fund VI-A, the “Consolidated Entities”), and as a result these entities are consolidated for reporting purposes. All
intercompany balances have been eliminated in consolidation.
The Partnership does not have a controlling financial interest in and, as a result, does not consolidate the Master
Aggregator, nor any other reporting entities within SP+ INFRA (defined as the Fund, together with any Parallel Funds, any
Feeder Funds, the Aggregators, the Lower Funds and any other Intermediate Entities, collectively) except for the entities noted
above, because (a) the General Partner is not acting solely on behalf of the Partnership as it carries out its duties and (b) the
Partnership does not absorb essentially all of the Master Aggregator’s variability. At each reporting date, the General Partner
assesses whether the Partnership has a controlling financial interest in the Master Aggregator or any other reporting entities
within SP+ INFRA, and any associated consolidation implications.
Use of Estimates Use of Estimates
The preparation of the consolidated financial statements in conformity with U.S. GAAP requires the Partnership to make
estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the consolidated financial statements and the reported amounts of increases and decreases in net assets
from operations during the reporting period. Actual results could differ from those estimates and such differences could be
material.
Valuation of Investments at Fair Value Valuation of Investments at Fair Value
The Partnership has indirect exposure to gains and losses on underlying investments because it invests in the
Intermediate Entities which, in turn, hold such underlying investments through the Intermediate Entities’ subsidiaries.
Valuations of investments held by the Intermediate Entities are disclosed in the notes to the Master Aggregator’s consolidated
financial statements included in this report. For information regarding net realized and change in unrealized gains and losses on
such investments held indirectly by the Partnership, see the Master Aggregator’s consolidated financial statements attached to
this Consolidated Financial Statement included in this report.
The Partnership measures its investment in certain Intermediate Entities, except for the entities noted below, at fair value
using the net asset value of the Intermediate Entities. The net asset value of the Intermediate Entities is considered a practical
expedient that represents fair value as (a) the investment does not have a readily determinable fair value because the
Intermediate Entities’ net asset value is not published or the basis for current transactions, (b) the Intermediate Entities are
investment companies and (c) the net asset value of the Intermediate Entities are calculated in a manner in which all of its
investments are reported at fair value as of the measurement date. Changes in the fair value of the Partnership’s investment in
the Intermediate Entities are presented within net change in unrealized gain (loss) on investments in the Consolidated
Statements of Operations.
ASC Topic 820, Fair Value Measurement (“ASC 820”), establishes a hierarchical disclosure framework which
prioritizes and ranks the level of market price observability used in measuring investments at fair value. Market price
observability is impacted by a number of factors, including the type of investment, the characteristics specific to the investment,
and the state of the marketplace. Investments with readily available, actively quoted prices, or for which fair value can be
measured from actively quoted prices, generally will have a higher degree of market price observability and a lesser degree of
judgment used in measuring fair value.
The investment held at the Consolidated Entities is measured and reported at fair value and is classified and disclosed in
one of the following categories:
•Level I – Quoted prices are available in active markets for identical investments as of the reporting date. The
type of investments included in Level I are publicly traded securities in an active market. The Partnership does not
adjust the quoted price for these investments (to the extent it holds them) even in situations where the Partnership
holds a large position and a sale could reasonably impact the quoted price.
•Level II – Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly
observable as of the reporting date, and fair value is determined through the use of models or other valuation
methodologies. The types of investments that would generally be included in this category include publicly traded
securities with restrictions on disposition, certain convertible securities and certain over-the-counter derivatives where
the fair value is based on observable inputs.
•Level III – Pricing inputs are unobservable and include situations where there is little, if any, market activity
for the investment. Fair value for these investments is determined using valuation methodologies that consider a range
of factors, including, but not limited to, the price at which the investment was acquired, the nature of the investment,
local market conditions, valuations for comparable companies, current and projected operating performance and
financing transactions subsequent to the acquisition of the investment. The inputs into the determination of fair value
require significant judgment. Due to the inherent uncertainty of these estimates, these values may differ materially
from the values that would have been used had a ready market for these investments existed. Investments that are
included in this category generally are privately held debt, equity and certain convertible securities.
In certain cases the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such
cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair
value measurement. The Investment Advisor’s assessment of the significance of a particular input to the fair value measurement
in its entirety requires judgment, and considers factors specific to the investment.
Fair Value of Investments and Financial Instruments Valuation of Investments at Fair Value
The Partnership has indirect exposure to gains and losses on underlying investments because it invests in the
Intermediate Entities which, in turn, hold such underlying investments through the Intermediate Entities’ subsidiaries.
Valuations of investments held by the Intermediate Entities are disclosed in the notes to the Master Aggregator’s consolidated
financial statements included in this report. For information regarding net realized and change in unrealized gains and losses on
such investments held indirectly by the Partnership, see the Master Aggregator’s consolidated financial statements attached to
this Consolidated Financial Statement included in this report.
The Partnership measures its investment in certain Intermediate Entities, except for the entities noted below, at fair value
using the net asset value of the Intermediate Entities. The net asset value of the Intermediate Entities is considered a practical
expedient that represents fair value as (a) the investment does not have a readily determinable fair value because the
Intermediate Entities’ net asset value is not published or the basis for current transactions, (b) the Intermediate Entities are
investment companies and (c) the net asset value of the Intermediate Entities are calculated in a manner in which all of its
investments are reported at fair value as of the measurement date. Changes in the fair value of the Partnership’s investment in
the Intermediate Entities are presented within net change in unrealized gain (loss) on investments in the Consolidated
Statements of Operations.
ASC Topic 820, Fair Value Measurement (“ASC 820”), establishes a hierarchical disclosure framework which
prioritizes and ranks the level of market price observability used in measuring investments at fair value. Market price
observability is impacted by a number of factors, including the type of investment, the characteristics specific to the investment,
and the state of the marketplace. Investments with readily available, actively quoted prices, or for which fair value can be
measured from actively quoted prices, generally will have a higher degree of market price observability and a lesser degree of
judgment used in measuring fair value.
The investment held at the Consolidated Entities is measured and reported at fair value and is classified and disclosed in
one of the following categories:
•Level I – Quoted prices are available in active markets for identical investments as of the reporting date. The
type of investments included in Level I are publicly traded securities in an active market. The Partnership does not
adjust the quoted price for these investments (to the extent it holds them) even in situations where the Partnership
holds a large position and a sale could reasonably impact the quoted price.
•Level II – Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly
observable as of the reporting date, and fair value is determined through the use of models or other valuation
methodologies. The types of investments that would generally be included in this category include publicly traded
securities with restrictions on disposition, certain convertible securities and certain over-the-counter derivatives where
the fair value is based on observable inputs.
•Level III – Pricing inputs are unobservable and include situations where there is little, if any, market activity
for the investment. Fair value for these investments is determined using valuation methodologies that consider a range
of factors, including, but not limited to, the price at which the investment was acquired, the nature of the investment,
local market conditions, valuations for comparable companies, current and projected operating performance and
financing transactions subsequent to the acquisition of the investment. The inputs into the determination of fair value
require significant judgment. Due to the inherent uncertainty of these estimates, these values may differ materially
from the values that would have been used had a ready market for these investments existed. Investments that are
included in this category generally are privately held debt, equity and certain convertible securities.
In certain cases the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such
cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair
value measurement. The Investment Advisor’s assessment of the significance of a particular input to the fair value measurement
in its entirety requires judgment, and considers factors specific to the investment.
Cash Cash
Cash consists of a demand deposit held with a nationally recognized financial institution, which at times may exceed
federally insured limits.
Cash and Cash Equivalent Cash
Cash consists of a demand deposit held with a nationally recognized financial institution, which at times may exceed
federally insured limits.
Income Recognition Income Recognition
The Partnership recognizes interest income from its affiliated investments when earned pursuant to the terms of the
respective investment. The Partnership recognizes distribution income from investments on the ex-distribution date. In the case
of proceeds received from investments, the General Partner determines the character of such proceeds and records any interest
income, distribution income, realized gain or loss, or return of capital accordingly.
Organization Expenses Organization Expenses
Organization expenses include, among other things, the cost of incorporating the Partnership and the cost of legal
services and other fees pertaining to the Partnership’s organization. These costs are expensed as incurred.
Offering Costs/ Deferred Financing Costs Offering Costs
Offering costs include registration fees and legal fees regarding the preparation of the initial registration statement and
costs in connection with the continuous offering of Units of the Partnership. Offering costs are recognized as a deferred charge
and are amortized on a straight-line basis over 12 months beginning on the date of commencement of operations.
Income Taxes / Deferred Taxes / Uncertain Tax Positions Income Taxes
The Partnership is treated as a partnership for U.S. federal and state income tax purposes, is not directly subject to U.S.
federal income taxes, and is generally not directly subject to U.S. state income taxes. The Partnership is subject to the
provisions of the Accounting Standard Codification (“ASC”) Topic 740 “Income Taxes”. This standard establishes consistent
thresholds as it relates to accounting for income taxes. It defines the threshold for recognizing the benefits of tax-return
positions in the consolidated financial statements as “more-likely-than-not” to be sustained by the taxing authority and requires
measurement of a tax position meeting the more-likely-than-not criterion, based on the largest benefit that is more than 50
percent likely to be realized. The General Partner has analyzed the Partnership’s inventory of tax positions taken with respect to
all applicable income tax issues for all open tax years (in each respective jurisdiction), and has concluded that there were no
uncertain tax positions that require a provision for income tax in the Partnership’s consolidated financial statements for the year
ended December 31, 2025. Interest and penalties assessed by the tax authorities would be recognized as expenses in the period
in which they were incurred and are presented as other expenses in the Consolidated Statements of Operations. For the year
ended December 31, 2025, there were no income tax expenses and no interest and penalties were incurred.
As of December 31, 2025, the tax years that remain subject to examination by the major tax jurisdictions under the
statute of limitations are from inception forward.
Dividends, as well as certain interest and other income received by the Partnership from sources within the U.S., may be
subject to, and reflected gross of, U.S. withholding tax. Interest, dividends and other income realized by the Partnership from
non-U.S. sources and capital gains realized on the sale of non-U.S. investments may be subject to withholding and other taxes
levied by the jurisdiction in which the income is sourced. Amounts withheld for the payment of U.S. or foreign withholding tax
are treated as if such amounts were realized and recognized by the Partnership and distributed to the partners.
No provisions have been made in the accompanying consolidated financial statements for federal, state and local income
taxes since such liabilities are the responsibility of the individual partners.
Deferred Taxes
U.S. GAAP requires the asset and liability method of accounting for income taxes. Under this method, deferred taxes are
recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax basis. Valuation allowances are established when the Partnership
determines it is more likely than not that some portion or all of the deferred tax asset will not be realized. The Partnership
assesses all available positive and negative evidence, including the amount and character of future taxable income.
Uncertain Tax Positions
The Partnership recognizes uncertain tax positions when it is more likely than not that the position will be sustained by
the taxing authorities, based on the technical merits of the positions. The tax positions that meet the more-likely-than not
threshold are recognized based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate
settlement. The Partnership reevaluates its tax positions each period in which new information becomes available. the
Partnership’s policy is to recognize tax related interest and penalties, if applicable, as a component of the provision for income
taxes on the Consolidated Statements of Operations.
Segment Reporting Segment Reporting
The Partnership operates through a single reportable segment. The chief operating decision maker (the “CODM”) is the
Chief Executive Officer of the Partnership. The CODM assesses the performance of, allocates resources to and makes operating
decisions for the Partnership primarily based on the Partnership’s Net Increase in Net Assets Resulting from Operations.
Reportable segment assets are reflected on the accompanying Consolidated Statements of Assets and Liabilities as Total Assets
and reportable segment significant expenses that are regularly provided to the CODM are listed on the accompanying
Consolidated Statements of Operations.
New Accounting Standards New Accounting Standards
In November 2024, the FASB issued Accounting Standards Update No. 2024-03, Income Statement – Reporting
Comprehensive Income – Expense Disaggregation Disclosures: Disaggregation of Income Statement Expenses (“ASU
2024-03”). ASU 2024-03 will require more detailed information about the types of expenses in commonly presented income
statement captions such as “Selling, general and administrative expenses.” The new guidance is effective for annual reporting
periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027 with early
adoption permitted. The Partnership is currently evaluating the impact that this change will have on the Partnership's
consolidated financial statements.
In December 2023, the FASB issued Accounting Standards Update No. 2023-09, Income Taxes (Topic 740):
Improvements to Income Tax Disclosures (“ASU 2023-09”). The amendments enhance income tax disclosures, including
expanded effective tax rate reconciliation disclosures, disaggregation of income taxes paid by jurisdiction, and additional
disclosures of pretax income and income tax expense. The new guidance is effective for annual reporting periods beginning
after December 15, 2025 with early adoption permitted. The Partnership has adopted this new accounting standard as of
December 31, 2025 and this change is not significant for the Partnership’s consolidated financial statements.
Stonepeak-Plus Infrastructure Fund Master Aggregator LP  
Related Party Transaction [Line Items]  
Basis of Presentation Basis of Presentation
The Master Aggregator’s consolidated financial statements have been prepared in accordance with generally accepted
accounting principles in the United States of America (“U.S. GAAP”). The Master Aggregator’s consolidated financial
statements and related financial information have been prepared pursuant to the requirements of Regulation S-X. The Master
Aggregator is considered an investment company under U.S. GAAP and follows the accounting and reporting guidance
applicable to investment companies in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification
(“ASC”) Topic 946 (“ASC 946”). Accordingly, the Master Aggregator reflects its investments on the Consolidated Statement
of Assets and Liabilities at their fair value with unrealized gains and losses resulting from changes in fair value of its
investments reflected in Net change in unrealized gain (loss) on investments on the Consolidated Statement of Operations. The
functional currency of the Master Aggregator is U.S. dollars and these consolidated financial statements have been prepared in
that currency. Certain reclassifications of prior period’s amounts have been made to conform to the current period presentation.
Such reclassifications had no effect on Net increase/(decrease) in net assets resulting from operations on the Consolidated
Statement of Operations.
Principles of Consolidation Principles of Consolidation
In accordance with ASC Topic 946, the Master Aggregator generally does not consolidate investments unless the Master
Aggregator has a controlling financial interest in an investment company or operating company whose business consists of
providing services to the Master Aggregator. A controlling financial interest is defined as (a) the power to direct the activities of
the investment company that most significantly impact the entity’s economic performance and (b) the obligation to absorb
losses of the entity or the right to receive benefits from the entity that could potentially be significant to the investment
company. The General Partner determines whether the Master Aggregator has a controlling financial interest in an investment
company at such company’s inception and continuously reconsiders that conclusion. For wholly owned and substantially
wholly owned interests in investment companies, the General Partner assesses the nature of the investment structure and
considers its interests in and governance rights over the investment company to determine whether the Master Aggregator holds
a controlling financial interest. Performance of that analysis requires the exercise of judgment.
The Master Aggregator has a controlling financial interest in Stonepeak-Plus Infrastructure Fund Lower Fund III LP
(“Lower Fund III”), Stonepeak-Plus Infrastructure Fund Lower Fund IV LP (“Lower Fund IV”), Stonepeak-Plus Infrastructure
Fund Standing Intermediate Blocker LP (“Standing Intermediate”), which wholly owns Stonepeak-Plus Infrastructure Fund
Lower Fund V LP (“Lower Fund V”), Stonepeak-Plus Infrastructure Fund Aggregator I LP (“Aggregator I”), which wholly
owns Stonepeak-Plus Infrastructure Fund Lower Fund I LP (“Lower Fund I”) and Stonepeak-Plus Infrastructure Fund Lower
Fund II LP (“Lower Fund II”, collectively with Lower Fund I, Lower Fund III, Lower Fund IV, and Lower Fund V, the
“Consolidated Entities”), and as a result these entities are consolidated for reporting purposes. All intercompany balances have
been eliminated in consolidation.
Use of Estimates Use of Estimates
The preparation of the consolidated financial statements in conformity with U.S. GAAP requires the General Partner to
make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the consolidated financial statements and the reported amounts of increases and decreases in net assets
from operations during the reporting period. Actual results could differ from those estimates and such differences could be
material.
Valuation of Investments at Fair Value Fair Value of Investments and Financial Instruments
ASC Topic 820, Fair Value Measurement (“ASC 820”), establishes a hierarchical disclosure framework which
prioritizes and ranks the level of market price observability used in measuring investments at fair value. Market price
observability is impacted by a number of factors, including the type of investment, the characteristics specific to the investment,
and the state of the marketplace. Investments with readily available, actively quoted prices, or for which fair value can be
measured from actively quoted prices, generally will have a higher degree of market price observability and a lesser degree of
judgment used in measuring fair value.
Investments measured and reported at fair value are classified and disclosed in one of the following categories:
•Level I – Quoted prices are available in active markets for identical investments as of the reporting date. The
type of investments included in Level I are publicly traded securities in an active market. The Master Aggregator does
not adjust the quoted price for these investments (to the extent it holds them) even in situations where the Master
Aggregator holds a large position and a sale could reasonably impact the quoted price.
•Level II – Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly
observable as of the reporting date, and fair value is determined through the use of models or other valuation
methodologies. The types of investments that would generally be included in this category include publicly traded
securities with restrictions on disposition, certain convertible securities and certain over-the-counter derivatives where
the fair value is based on observable inputs.
•Level III – Pricing inputs are unobservable and include situations where there is little, if any, market activity
for the investment. Fair value for these investments is determined using valuation methodologies that consider a range
of factors, including, but not limited to, the price at which the investment was acquired, the nature of the investment,
local market conditions, valuations for comparable companies, current and projected operating performance and
financing transactions subsequent to the acquisition of the investment. The inputs into the determination of fair value
require significant judgment. Due to the inherent uncertainty of these estimates, these values may differ materially
from the values that would have been used had a ready market for these investments existed. Investments that are
included in this category generally are privately held debt, equity and certain convertible securities.
In certain cases the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such
cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair
value measurement. The Investment Advisor’s assessment of the significance of a particular input to the fair value measurement
in its entirety requires judgment, and considers factors specific to the investment.
Investments at Fair Value and Investments in Affiliated or Unaffiliated Investee Funds
Investments at Fair Value
The Master Aggregator values its investments at fair value in accordance with ASC 820. Fair value is the amount that
would be received to sell an asset or paid to transfer a liability, in an orderly transaction between market participants at the
measurement date. In the absence of observable market prices, the Master Aggregator’s investments are valued using valuation
methodologies applied on a consistent basis as described below. Additional information regarding these investments is provided
in Note 3. “Investments and Fair Value Measurement.”
The General Partner’s determination of fair value is based on the best information available in the circumstances and
incorporates the General Partner’s own assumptions, including assumptions that the General Partner believes market
participants would use in valuing the investments, and involves a significant degree of judgment, taking into consideration a
combination of internal and external factors, including appropriate risk adjustments for non-performance and liquidity. The
values estimated by the General Partner may differ significantly from values that would have been used had a readily available
market for the investments existed and the differences could be material to the consolidated financial statements.
Under the income approach, which is generally the Master Aggregator’s primary valuation approach, fair value is
determined by converting future amounts, such as cash flows or earnings, discounted to a single present amount using current
market expectations about those future amounts. In determining fair value under this approach, the Master Aggregator makes
assumptions over a projection period regarding unobservable inputs such as revenues, operating income, capital expenditures,
income taxes, working capital needs and the terminal value and exit multiple of the investee company, among other things. The
Master Aggregator discounts those projected cash flows by deriving a discount rate based on a capital structure similar to that
of a market participant using observable inputs such as the rate of return available in the market on an investment free of default
risk, an equity risk premium to reflect the additional risk of a market portfolio of equity instruments over risk-free instruments,
beta as a measure of risk based on share price correlation to the market, and equity and debt-to-capital ratios of companies
deemed comparable to the investee company.
Under the market approach, which is generally the Master Aggregator’s secondary valuation approach, fair value may be
determined by reference to a recent transaction involving the investment or by reference to observable valuation measures for
companies or assets that are determined by the Master Aggregator to be comparable, such as multiplying a key performance
metric of the investee company, such as earnings before interest and taxes or other performance metric, by a relevant valuation
multiple observed in the range of comparable companies or transactions, adjusted by the Master Aggregator for differences
between the investment and the referenced comparables. Observable inputs used in the market approach to derive a valuation
multiple may include the public prices for securities issued by, and the relevant performance metrics of, companies deemed
comparable to the investee company, and/or transaction prices involving significant equity interests in companies deemed
comparable to the investee company. Unobservable inputs used in the market approach may include the key performance metric
of the investee company, such as earnings before interest, taxes, depreciation and amortization (“EBITDA”).
Investments may also be valued at their acquisition price for a period of time after an acquisition as the best measure of
fair value in the absence of any conditions or circumstances that would indicate otherwise. In the event of an announced sale of
investments with a definitive agreement in place, investments may also be valued using a discount-to-sale approach as the
primary method with emphasis given to certain considerations including, but not limited to unitholder approval, regulatory
approval, financing, completion of due diligence and break-up fees.
Investments in debt securities that are not listed on an exchange, but for which external pricing sources, such as dealer
quotes or independent pricing services may be available, are valued by the Master Aggregator after considering, among other
factors, such external pricing sources, recent trading activity or market transactions of similar securities adjusted for security
specific factors such as relative capital structure priority and interest and yield risks.
Publicly traded investments in active markets are reported at the market closing price, less a discount, as appropriate, as
determined by the Master Aggregator to reflect restrictions on disposition where such restrictions are an attribute of the
investment.
Investments in Affiliated or Unaffiliated Investee Funds
Investments in SP+ INFRA affiliated investee funds (“Investments in Affiliated Investee Funds”) or unaffiliated investee
funds (“Investee Funds”) are generally valued using the reported net asset value (“NAV” or “Net Asset Value”) of the Investee
Funds as a practical expedient for fair value. The Master Aggregator may, as a practical expedient, estimate the fair value of an
Investee Fund based on NAV if the reported NAV of the Investee Fund is calculated in a manner consistent with the
measurement principles applied to investment companies and the Master Aggregator has internal processes to independently
evaluate the fair value measurement process utilized by the underlying Investee Fund to calculate the Investee Fund’s NAV,
both of which are in accordance with ASC 946. Such internal processes include the evaluation of the Investee Fund’s own
process and related internal controls in place to estimate the fair value of its underlying investments that are included in the
NAV calculation, performance of ongoing operational due diligence, review of the Investee Fund’s financial statements and
ongoing monitoring of other relevant qualitative and quantitative factors. If the General Partner determines, based on its own
due diligence and investment monitoring procedures, that NAV does not represent fair value or if the Investee Fund is not an
investment company, such as a collateralized loan obligation vehicle, the Master Aggregator will estimate the fair value in good
faith and in a manner that it reasonably chooses, in accordance with its valuation policies.
Fair Value of Investments and Financial Instruments Fair Value of Investments and Financial Instruments
ASC Topic 820, Fair Value Measurement (“ASC 820”), establishes a hierarchical disclosure framework which
prioritizes and ranks the level of market price observability used in measuring investments at fair value. Market price
observability is impacted by a number of factors, including the type of investment, the characteristics specific to the investment,
and the state of the marketplace. Investments with readily available, actively quoted prices, or for which fair value can be
measured from actively quoted prices, generally will have a higher degree of market price observability and a lesser degree of
judgment used in measuring fair value.
Investments measured and reported at fair value are classified and disclosed in one of the following categories:
•Level I – Quoted prices are available in active markets for identical investments as of the reporting date. The
type of investments included in Level I are publicly traded securities in an active market. The Master Aggregator does
not adjust the quoted price for these investments (to the extent it holds them) even in situations where the Master
Aggregator holds a large position and a sale could reasonably impact the quoted price.
•Level II – Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly
observable as of the reporting date, and fair value is determined through the use of models or other valuation
methodologies. The types of investments that would generally be included in this category include publicly traded
securities with restrictions on disposition, certain convertible securities and certain over-the-counter derivatives where
the fair value is based on observable inputs.
•Level III – Pricing inputs are unobservable and include situations where there is little, if any, market activity
for the investment. Fair value for these investments is determined using valuation methodologies that consider a range
of factors, including, but not limited to, the price at which the investment was acquired, the nature of the investment,
local market conditions, valuations for comparable companies, current and projected operating performance and
financing transactions subsequent to the acquisition of the investment. The inputs into the determination of fair value
require significant judgment. Due to the inherent uncertainty of these estimates, these values may differ materially
from the values that would have been used had a ready market for these investments existed. Investments that are
included in this category generally are privately held debt, equity and certain convertible securities.
In certain cases the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such
cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair
value measurement. The Investment Advisor’s assessment of the significance of a particular input to the fair value measurement
in its entirety requires judgment, and considers factors specific to the investment.
Investments at Fair Value and Investments in Affiliated or Unaffiliated Investee Funds
Investments at Fair Value
The Master Aggregator values its investments at fair value in accordance with ASC 820. Fair value is the amount that
would be received to sell an asset or paid to transfer a liability, in an orderly transaction between market participants at the
measurement date. In the absence of observable market prices, the Master Aggregator’s investments are valued using valuation
methodologies applied on a consistent basis as described below. Additional information regarding these investments is provided
in Note 3. “Investments and Fair Value Measurement.”
The General Partner’s determination of fair value is based on the best information available in the circumstances and
incorporates the General Partner’s own assumptions, including assumptions that the General Partner believes market
participants would use in valuing the investments, and involves a significant degree of judgment, taking into consideration a
combination of internal and external factors, including appropriate risk adjustments for non-performance and liquidity. The
values estimated by the General Partner may differ significantly from values that would have been used had a readily available
market for the investments existed and the differences could be material to the consolidated financial statements.
Under the income approach, which is generally the Master Aggregator’s primary valuation approach, fair value is
determined by converting future amounts, such as cash flows or earnings, discounted to a single present amount using current
market expectations about those future amounts. In determining fair value under this approach, the Master Aggregator makes
assumptions over a projection period regarding unobservable inputs such as revenues, operating income, capital expenditures,
income taxes, working capital needs and the terminal value and exit multiple of the investee company, among other things. The
Master Aggregator discounts those projected cash flows by deriving a discount rate based on a capital structure similar to that
of a market participant using observable inputs such as the rate of return available in the market on an investment free of default
risk, an equity risk premium to reflect the additional risk of a market portfolio of equity instruments over risk-free instruments,
beta as a measure of risk based on share price correlation to the market, and equity and debt-to-capital ratios of companies
deemed comparable to the investee company.
Under the market approach, which is generally the Master Aggregator’s secondary valuation approach, fair value may be
determined by reference to a recent transaction involving the investment or by reference to observable valuation measures for
companies or assets that are determined by the Master Aggregator to be comparable, such as multiplying a key performance
metric of the investee company, such as earnings before interest and taxes or other performance metric, by a relevant valuation
multiple observed in the range of comparable companies or transactions, adjusted by the Master Aggregator for differences
between the investment and the referenced comparables. Observable inputs used in the market approach to derive a valuation
multiple may include the public prices for securities issued by, and the relevant performance metrics of, companies deemed
comparable to the investee company, and/or transaction prices involving significant equity interests in companies deemed
comparable to the investee company. Unobservable inputs used in the market approach may include the key performance metric
of the investee company, such as earnings before interest, taxes, depreciation and amortization (“EBITDA”).
Investments may also be valued at their acquisition price for a period of time after an acquisition as the best measure of
fair value in the absence of any conditions or circumstances that would indicate otherwise. In the event of an announced sale of
investments with a definitive agreement in place, investments may also be valued using a discount-to-sale approach as the
primary method with emphasis given to certain considerations including, but not limited to unitholder approval, regulatory
approval, financing, completion of due diligence and break-up fees.
Investments in debt securities that are not listed on an exchange, but for which external pricing sources, such as dealer
quotes or independent pricing services may be available, are valued by the Master Aggregator after considering, among other
factors, such external pricing sources, recent trading activity or market transactions of similar securities adjusted for security
specific factors such as relative capital structure priority and interest and yield risks.
Publicly traded investments in active markets are reported at the market closing price, less a discount, as appropriate, as
determined by the Master Aggregator to reflect restrictions on disposition where such restrictions are an attribute of the
investment.
Investments in Affiliated or Unaffiliated Investee Funds
Investments in SP+ INFRA affiliated investee funds (“Investments in Affiliated Investee Funds”) or unaffiliated investee
funds (“Investee Funds”) are generally valued using the reported net asset value (“NAV” or “Net Asset Value”) of the Investee
Funds as a practical expedient for fair value. The Master Aggregator may, as a practical expedient, estimate the fair value of an
Investee Fund based on NAV if the reported NAV of the Investee Fund is calculated in a manner consistent with the
measurement principles applied to investment companies and the Master Aggregator has internal processes to independently
evaluate the fair value measurement process utilized by the underlying Investee Fund to calculate the Investee Fund’s NAV,
both of which are in accordance with ASC 946. Such internal processes include the evaluation of the Investee Fund’s own
process and related internal controls in place to estimate the fair value of its underlying investments that are included in the
NAV calculation, performance of ongoing operational due diligence, review of the Investee Fund’s financial statements and
ongoing monitoring of other relevant qualitative and quantitative factors. If the General Partner determines, based on its own
due diligence and investment monitoring procedures, that NAV does not represent fair value or if the Investee Fund is not an
investment company, such as a collateralized loan obligation vehicle, the Master Aggregator will estimate the fair value in good
faith and in a manner that it reasonably chooses, in accordance with its valuation policies.
Derivative Investments Derivative Investments
The Master Aggregator recognizes derivative instruments as assets or liabilities at fair value in its Consolidated
Statement of Assets and Liabilities as Derivative Assets at Fair Value and Derivative Liabilities at Fair Value, respectively.
The Master Aggregator recognizes changes in fair value of derivative instruments in current period earnings. For
derivative financial positions that are closed or that mature during a reporting period, the Master Aggregator recognizes realized
gains or losses equal to the difference between the value of the contract at the time it was opened and the value of the contract at
the time it is closed. Realized gains and losses are presented net in Net Realized and Unrealized Gain/(Loss) on Investments and
Derivative Instruments on the Consolidated Statement of Operations. Changes in the value of contracts that remain outstanding
as of period end are measured based on the difference between the unrealized balance as of the beginning of the reporting
period and the unrealized balance as of the end of the reporting period, net of any reversals of previously recorded unrealized
gains or losses once realized. Unrealized gains and losses are presented net in Net Change in Unrealized Gain/(Loss) on
Derivative Instruments on the Consolidated Statement of Operations.
The Master Aggregator maintains master netting agreements with all of its counterparties. Based on the terms outlined
within each master netting agreement, there are no financial instruments available for offset as of December 31, 2025. Further,
there have been no financial instruments or cash pledged or received as collateral as of December 31, 2025.
Cash Cash and Cash Equivalent
Cash and cash equivalent represents cash on hand, cash held in banks, money market funds and short-term, and highly
liquid investments with original maturities of three months or less. Master Aggregator may have bank balances in excess of
federally insured amounts; however, Master Aggregator deposits its cash and cash equivalent with high credit-quality
institutions to minimize credit risk.
Cash and Cash Equivalent Cash and Cash Equivalent
Cash and cash equivalent represents cash on hand, cash held in banks, money market funds and short-term, and highly
liquid investments with original maturities of three months or less. Master Aggregator may have bank balances in excess of
federally insured amounts; however, Master Aggregator deposits its cash and cash equivalent with high credit-quality
institutions to minimize credit risk.
Net Realized and Unrealized Gain (Loss) on Investments Net Realized and Unrealized Gain (Loss) on Investments
The Master Aggregator recognizes net realized gains (losses) on investments when earned at the time of receipt of
proceeds. Without regard to unrealized gains or losses previously recognized, realized gains or losses will be measured as the
difference between the net proceeds from the sale, repayment or disposal of an asset and the cost basis of the asset.
Net change in unrealized gain (loss) on investments is the change in fair value of its underlying investments. Net change
in unrealized gains or losses will reflect the change in investment values during the reporting period, including any reversal of
previously recorded unrealized gains or losses when gains or losses are realized.
Income Recognition Income Recognition
The Master Aggregator recognizes interest income from private investments when earned pursuant to the terms of the
respective investment. The Master Aggregator recognizes dividend income from investments when earned. In the case of
proceeds received from investments, the General Partner determines the character of such proceeds and records any interest
income, dividend income, realized gain or loss, or return of capital accordingly. Interest income is calculated using the effective
interest rate method.
Organization Expenses Organization Expenses
Organization expenses include, among other things, the cost of incorporating the Master Aggregator and the cost of legal
services and other fees pertaining to the Master Aggregator’s organization. These costs are expensed as incurred.
Offering Costs/ Deferred Financing Costs Deferred Financing CostsDeferred financing costs are amortized over the term of the related credit facility agreement.
Income Taxes / Deferred Taxes / Uncertain Tax Positions Income Taxes
The Master Aggregator is treated as a partnership for U.S. federal and state income tax purposes, is not directly subject to
U.S. federal income taxes, and is generally not directly subject to U.S. state income taxes. Additionally, the Master Aggregator
owns a controlling interest in several subsidiaries that are treated as corporations for U.S. and non-U.S. tax purposes
(“Aggregator Corporations”) which are subject to U.S. federal, state and/or local income taxes. Certain intermediate entities
may be formed for use in carrying out the Master Aggregator's activities and these may be subject to income taxes.
As of December 31, 2025, the tax years that remain subject to examination by the major tax jurisdictions under the
statute of limitations are from inception forward.
To the extent investments made by the non-U.S. subsidiaries are engaged in a U.S. trade or business, the subsidiaries will
generally be subject to a U.S. federal income tax of 21% of its share of taxable income effectively connected with the conduct
of a U.S. trade or business and may be subject to additional branch profits tax of 30% of its share of effectively connected
earnings and profits, adjusted as provided by law. The subsidiaries may also be subject to state tax and local taxes. Federal and
state income taxes are expected to be withheld at the source of the U.S. trade or business and taxes withheld can be used as a
credit against the income tax liability of the subsidiaries. The Master Aggregator consolidates certain wholly-owned
subsidiaries that are treated as corporations for U.S. federal income tax purposes. For the period ended December 31, 2025, the
Master Aggregator had a deferred tax asset of $4,364 and a deferred tax liability of $2,750,796 in the Consolidated Statement of
Assets and Liabilities. The deferred tax liability relates to federal and state and local income taxes on unrealized gains and
losses on certain investments.
Deferred Taxes
U.S. GAAP requires the asset and liability method of accounting for income taxes. Under this method, deferred taxes are
recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax basis. Valuation allowances are established where the Master Aggregator
determines it is more likely than not that some portion or all of the deferred tax asset will not be realized. The Master
Aggregator assesses all available positive and negative evidence, including the amount and character of future taxable income.
Uncertain Tax Positions
The Master Aggregator recognizes uncertain tax positions when it is more likely than not that the position will be
sustained by the taxing authorities, based on the technical merits of the positions. The tax positions that meet the more-likely-
than not threshold are recognized based on the largest benefit that has a greater than 50% likelihood of being realized upon
ultimate settlement. The Master Aggregator reevaluates its tax positions each period in which new information becomes
available. The Master Aggregator’s policy is to recognize tax related interest and penalties, if applicable, as a component of the
provision for income taxes on the Consolidated Statement of Operations.
New Accounting Standards New Accounting Standards
In November 2024, the FASB issued Accounting Standards Update No. 2024-03, Income Statement – Reporting
Comprehensive Income – Expense Disaggregation Disclosures: Disaggregation of Income Statement Expenses (“ASU
2024-03”). ASU 2024-03 will require more detailed information about the types of expenses in commonly presented income
statement captions such as “Selling, general and administrative expenses.” The new guidance is effective for annual reporting
periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027 with early
adoption permitted. The Master Aggregator is currently evaluating the impact that this change will have on the Master
Aggregator's consolidated financial statements.
In December 2023, the FASB issued Accounting Standards Update No. 2023-09, Income Taxes (Topic 740):
Improvements to Income Tax Disclosures (“ASU 2023-09”). The amendments enhance income tax disclosures, including
expanded effective tax rate reconciliation disclosures, disaggregation of income taxes paid by jurisdiction, and additional
disclosures of pretax income and income tax expense. The new guidance is effective for annual reporting periods beginning
after December 15, 2025, and interim reporting periods beginning after December 15, 2026 with early adoption permitted. The
Master Aggregator has adopted this new accounting standard as of December 31, 2025 and this change is not significant for the
Master Aggregator’s consolidated financial statements.