SecProbe.io

October 17, 2024
Joseph Turley
Vice President
EQT Infrastructure Company LLC
1114 Avenue of the Americas, 45th Floor
New York, NY 10036
Re:EQT Infrastructure Company LLC
Registration Statement on Form 10
Filed September 20, 2024
File No. 000-56691
Dear Joseph Turley:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to this
letter, we may have additional comments.
Form 10 filed September 20, 2024
Item 1. Business, page 1
1.Please elaborate on the nature of the business of the portfolio companies you intend to
acquire, own, or control primarily through Joint Ventures. For example, you state that
you intend to focus on portfolio companies operating in the infrastructure space in the
geographies and infrastructure sectors where EQT is active and you reference various
EQT business segments such as EQT Real Assets. Please substantially revise to
include more fulsome details here and elsewhere to provide investors with a better
understanding of your business model. In addition, we note your disclosures
elsewhere that you may invest in various securities, including loans and other forms of
debt, convertible securities, commercial mortgage-backed securities, and residential
mortgage-backed securities. Please revise to explain how these types of investments
fit within your investment strategy.

October 17, 2024
Page 2
Acquisition opportunities alongside EQT Vehicles, page 6
2.Please revise to more clearly explain whether there is a formal allocation policy
between you and the Other Vehicles of EQT, quantify the number of Other Vehicles
that have priority over you for investments, and disclose the amounts that such Other
Vehicles have available for investments in your targeted acquisition opportunities. In
this regard, we note your statement that you "may only receive allocations of such
portions of relevant acquisition opportunities which remain available once such Other
Vehicle’s appetite for participating in such acquisition opportunities has been satisfied
in full."
Share Repurchases, page 15
3.Please be advised that you are responsible for analyzing the applicability of the tender
offer rules, including Rule 13e-4 and Regulation 14E, to your share repurchase
program. We urge you to consider all the elements of your share repurchase program
in determining whether the program is consistent with relief granted by the Division
of Corporation Finance in prior no action letters. To the extent you are relying on
Blackstone Real Estate Income Trust, Inc. (Letter dated September 12, 2016), Rich
Uncles NNNREIT, Inc. (Letter dated December 21, 2016), Hines Global REIT II, Inc.
(Letter dated April 26, 2017), or Black Creek Diversified Property Fund Inc. (Letter
dated September 1, 2017), please provide us with an analysis as to how your program
is consistent with such relief. To the extent you have questions as to whether the
program is entirely consistent with the relief previously granted by the Division of
Corporation Finance, you may contact the Division’s Office of Mergers and
Acquisitions at 202-551-3690.
4.It appears that you may conduct the share repurchase program during the continuous
private offering of shares described beginning on page 19.  Please be advised that you
are responsible for analyzing the applicability of Regulation M to your repurchase
program.  We urge you to consider all the elements of your repurchase program in
determining whether the program is consistent with the class exemptive letter granted
to Alston & Bird LLP dated October 22, 2007. To the extent you have questions
regarding your program, you may contact the Division of Trading and Markets at 202-
551-5777.
Item 4. Security Ownership of Certain Beneficial Owners and Management, page 124
5.Please identify clearly all natural persons who exercise the sole or shared voting
and/or dispositive powers with respect to the shares held by the shareholder.
Item 6. Executive Compensation, page 128
We refer to your statement that your executive officers will not receive direct
compensation from you, but that you will reimburse the manager or their affiliates for
company expenses incurred on your behalf, which can include compensation. Please
revise to disclose any such type of compensation paid to your executive officers. In
this regard, we note that all compensation paid to your named executive officers and
directors shall be reported, including "transactions between the registrant and a third
party where a purpose of the transaction is to furnish compensation to any such named 6.

October 17, 2024
Page 3
executive officer or director." Refer to Item 402(a)(2) of Regulation S-K.
Item 9. Market Price of and Dividends . . .
Net Asset Value, page 171
7.We note your use of periodic NAV to calculate certain fees and for pricing your share
repurchase plan. Please revise to clarify how you will communicate such NAV pricing
directly to investors.
Notes to Financial Statements
2. Summary of Significant Accounting Policies, page F-5
8.We note that your financial statements are prepared using the accounting and
reporting guidance under Accounting Standards Codification (“ASC”) 946, Financial
Services — Investment Companies (“ASC 946”). Your disclosure in Item 1. Business
indicates that you seek to acquire, own and control portfolio companies through joint
ventures that you will own and control; and that such portfolio companies will include
existing or new companies, businesses, or ventures that are primarily operating in the
infrastructure space. It also appears that you will utilize EQT’s active ownership
model described on page 5. Please tell us how you determined that you will be in the
scope of the Investment Company accounting guidance and provide us with the
assessment described in paragraphs 946-10-15-4 through 15-9. In your response,
please specifically address paragraph 6 of ASC 946-10-15. Your response should
provide detail about the nature of your anticipated substantive activities. In this
regard, your response should address, but not be limited to, who will manage the
portfolio companies and who can appoint the managers, if applicable.
9.Please revise your filing to disclose your fiscal year end.
Exhibits
10.We refer to your disclosures on page 181 that the exclusive forum provision will not
apply to Exchange Act claims and that the United States District Court for the District
of Delaware will be the exclusive forum for Securities Act claims. Please revise the
LLC Agreement filed as Exhibit 3.2 to reconcile with these disclosures, or advise.
General
11.Please note that your registration statement becomes effective automatically 60 days
after its initial filing. You will then be subject to the reporting requirements of the
Exchange Act of 1934 even if comments remain outstanding. In that case, please
consider withdrawing the Form 10 before it becomes effective automatically and
submitting a new registration statement when you respond to our comments.
12.We note your reference to terms that are only defined in an exhibit to your registration
statement. As one example, we note the term "Broken Deal Expenses" on page 85.
Please revise to define all defined terms within the registration statement.
Please provide a comprehensive legal analysis regarding whether (i) you (together
with your consolidated subsidiaries) and (ii) any unconsolidated subsidiaries,
including any unconsolidated joint ventures formed between you and “other sources
of capital” (each, a “JV”), meet the definition of an “investment company” under 13.

October 17, 2024
Page 4
Section 3(a)(1)(A) of the Investment Company Act of 1940. In your response, please
address each of the factors outlined in Tonapah Mining Company of Nevada , 26 SEC
426 (1947) and provide legal and factual support for your analysis of each such factor.

Please ensure that your response addresses the question of whether
you “hold[] [your]self out as being” engaged primarily in the business of investing in
securities within the meaning of Section 3(a)(1)(A) of the Investment Company Act of
1940. In this regard, we note that you (i) will be managed by a registered investment
adviser, (ii) will pay a “management fee” based on your net asset value to that
registered investment adviser, (iii) are apparently named after “a private equity
advisory firm,” EQT, (iv) expect to own substantially all of your “portfolio
companies” through “Joint Ventures alongside” investment vehicles established by
EQT, and (v) apparently expect to sell and repurchase your shares based on your net
asset value. In addition to any other relevant considerations, please:
1.address whether these representations, together with any similar representations
made to investors on your website, in marketing materials, etc., would indicate to
a reasonable investor that you are primarily engaged in the business of investing
in securities, notwithstanding any disclaimers offered in the Form 10;
2.describe the ways, if any, that these representations to investors are materially
distinguishable from representations made to investors in EQT Vehicles
investing alongside you in JVs; and
3.discuss whether investors would reasonably view you as a materially similar
investment opportunity to an investment opportunity in an EQT Vehicle.
14.Please provide a comprehensive legal analysis regarding whether you and each of
your subsidiaries, including each JV, meet the definition of an “investment company”
under Section 3(a)(1)(C) of the Investment Company Act of 1940. Please include in
your analysis all relevant calculations under Section 3(a)(1)(C) as of the most recent
fiscal quarter end, identifying each constituent part of the numerators and
denominators. Please also describe and discuss any other substantive determinations
and/or characterizations of assets that are material to your calculations. We will refer
your responses to this comment and the prior comment to the Division of Investment
Management.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Please contact William Demarest at 202-551-3432 or Jennifer Monick at 202-551-
3295 if you have questions regarding comments on the financial statements and related
matters. Please contact Catherine De Lorenzo at 202-551-3772 or Dorrie Yale at 202-551-
8776 with any other questions.
Sincerely,

October 17, 2024
Page 5
Division of Corporation Finance
Office of Real Estate & Construction
cc:Mark Brod, Esq.