SecProbe.io

November 22, 2024
Bethany Oleynick
Legal Director and Secretary
EQT Infrastructure Company LLC
1114 Avenue of the Americas, 45th Floor
New York, NY 10036
Re:EQT Infrastructure Company LLC
Amendment No. 1 to
Registration Statement on Form 10-12G
Filed November 15, 2024
File No. 000-56691
Dear Bethany Oleynick:
            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.
Amendment No. 1 to Form 10
Business, page 1
1.We note your revised disclosures in response to prior comment 1. However, as
previously stated, we also note your risk disclosures that you may invest in various
securities, including debt securities, convertible securities, commercial mortgage-
backed securities, and residential mortgage-backed securities. Please revise to clarify
if you are referring to the investments that will be made as part of the Liquidity
Portfolio, or otherwise, explain how these types of investments fit within your
investment strategy.
Acquisition opportunities alongside EQT Vehicles, page 7
2.We note your response to prior comment 2. Please revise the prospectus to include
this explanation.

November 22, 2024
Page 2
Share Repurchases, page 17
3.We note your response to prior comment 3 and the following disclosure on page 17
and elsewhere: “If the transaction price for the applicable quarter is not made
available by the tenth business day prior to the repurchase date of the applicable
quarter (or is changed after such date), we may elect to extend the repurchase offer to
a later date  or not to accept repurchase requests for such quarter” (emphasis added).
Please provide your analysis of how this is consistent with Rule 14e-1(b) or revise to
clarify, if true, that if you extend the repurchase offer to a later date, you will extend
the repurchase date so that at least 10 business days remain from the announcement of
the transaction price for the applicable quarter.

Further, we note the following language in your response to prior comment 3: “In
addition, for each quarter, the window during which a repurchase request can be made
will generally be at least 20 business days…” Please clarify what you mean by the use
of the word “generally.”
General
4.We note your various representations regarding your control of underlying portfolio
companies, including that (i) you “will be primarily engaged in managing the
operation of [your] portfolio companies through the Control JVs”; (ii) that the
Executive Committee is expected to “manage[] [your] ownership and control of each
portfolio company….”; and (iii) that your “value proposition is premised on active
ownership of portfolio companies… with a view towards long-term holdings as a
critical element of [your] business strategy.”
•Please clarify (i) what specific activities constitute “manag[ing]” your “ownership
and control” of portfolio companies; (ii) how, if at all, the Executive Committee
or other officers, directors, or employees of yours expect to be involved in the
day-to-day operation of the underlying portfolio companies, including, for
example, the types of business decisions you anticipate making or being involved
in making; and (iii) whether you believe these activities (and your “active
ownership” model) indicate that you actively manage and actively exercise
control over your portfolio companies—and, if so, why.
•Please discuss whether, to the extent you believe your primary business consists
of the active management and active exercise of control over your portfolio
companies, you believe that information regarding the individual portfolio
companies and their businesses, including business descriptions and risks to the
successful operation of those businesses, would or would not be material
information to investors. To the extent you believe this information would not be
material to investors, please explain why and discuss whether you believe this
would indicate that you meet the definition of an investment company under
section 3(a)(1)(A).
Please note that we will refer your response to this comment and the other comments
relating to the Investment Company Act to the Division of Investment Management.
We note your assertion that the Control JVs “will be engaged in the business of
owning and holding securities of a single portfolio company, which is separate and 5.

November 22, 2024
Page 3
distinct from “investing, reinvesting, or trading insecurities” and that “[w]ith this
distinction in mind, [you] believe[] an analysis of [your] Control JVs under the
Tonopah Factors shows that the Control JVs will each not be deemed investment
companies under Section 3(a)(1)(A).” Please expand on this discussion to address the
court’s observation in SEC v. Fifth Ave. Coach Lines, Inc. , 289 F. Supp. 3 (S.D.N.Y.
1968) that “[the word ‘invest’] must be given its normal meaning, i.e., to put out
money at risk in the hope of gain.” In your response, please discuss whether the
Control JVs—and you, through the Control JVs—put money at risk in the hope of
gain when purchasing the equity interests of portfolio companies.
6.We note your observation, when discussing the nature of the Control JVs assets and
income, that “[a]s discussed above in the context of the Avenue case, when a group of
entities acquires a majority ownership interest in a portfolio company, they have not
acquired securities.” Please clarify whether you expect that the underlying portfolio
companies will be owned, directly and indirectly, exclusively in the form of limited
liability company interests, as discussed in the Avenue case. To the extent, however,
that you expect your Control JVs to own, directly and indirectly, any equity interests,
including stock, not addressed in the Avenue case, please so clarify.
7.We reissue our request that you “describe the ways, if any, that [your] representations
[regarding your business] to investors are materially distinguishable from
representations made to investors in EQT Vehicles investing alongside you in JVs”
and “discuss whether investors would reasonably view you as a materially similar
investment opportunity to an investment opportunity in an EQT Vehicle”. In addition,
please provide a detailed description of the distinctions between your business and the
business of the EQT Vehicles investing alongside you in Control JVs, together with a
description of how those distinctions yield distinct results, if any, when analyzing
these businesses under Section 3(a)(1)(A). To the extent you believe any distinct
treatment under Section 3(a)(1)(A) follows exclusively or primarily as a result of your
analysis of your interests in your Control JVs as non-securities and/or the Control JVs
acquisition of non-securities, please so state.
8.We note that you expect that “the vast majority of [your] income over time will be
derived from [your] interests in [your] Control JVs.” Please clarify whether you
expect this income to be derived from portfolio company “exits” or the net income
earned through the operation of portfolio companies. To the extent you expect that
your income over time will be substantially derived from portfolio company “exits,”
please expand your discussion of the sources of your income to consider whether the
nature of your income is substantially derived from the sale of securities. In addition,
to the extent you anticipate earning a substantial portion of your profits through
portfolio company “exits,” please provide your detailed legal analysis regarding
whether you believe you propose to operate as a “special situation investment
company.” See generally Investment Company Act Rel. No. 10937, at text
accompanying n.19 (Nov. 13, 1979).
We note your comparison of Control JVs to SPACs in the context of your discussion
of the Control JVs’ historical development, as well as your assertion that “[t]he
Control JVs operate with the same fundamental purpose as do SPACs: to raise capital
to acquire a controlling stake in a target company or companies.” Please clarify 9.

November 22, 2024
Page 4
whether the analysis offered within this discussion is intended to address only the
Control JVs’ historical development (and investment company status) prior to
acquiring a portfolio company, similar to the discussion in the Commission’s SPAC
guidance. See generally  Investment Company Act Rel. No. 35096 (Jan. 24, 2024) at n.
1144 (“This guidance is intended to address the status of a SPAC from the time of the
SPAC’s initial offering until it completes its de-SPAC transaction. The remaining
company (or companies) after the de-SPAC transaction may also raise separate
questions of Investment Company Act status.”).
            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,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Mark Brod, Esq.