SecProbe.io

February 11, 2025
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
Post-Effective Amendment No. 1
Registration Statement on Form 10-12G
Filed December 19, 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.
Post Effective Amendment No. 1 to Form 10
Exhibits
1.We note your response to prior comment 3. Please revise the Form of Share
Repurchase Plan filed as Exhibit 4.3 to reflect your revised disclosure that you will
extend the repurchase date so that at least 10 business days would remain from the
announcement of the transaction price for the applicable quarter if you extend the
repurchase offer to a later date.
General
We note your response to prior comment 5 and your discussion of the Fifth Avenue
opinion. You suggest that the district court’s reading is “problematic” because “any
issuer owning and holding securities issued by a majority-owned subsidiary … would
nonetheless be captured as an investment company under 3(a)(1)(A).” It does not
appear to the staff that the district court’s reading would oblige such a result, given the 2.

February 11, 2025
Page 2
facts and circumstances nature of analysis under Section 3(a)(1)(A) (and 3(a)(1)(A)’s
lack of a requirement for unconsolidated analysis); assuming an issuer is a bona fide
holding company engaging in the business of its operating majority owned subsidiary,
it would appear that the majority owned subsidiary’s business—including, for
example, its income, assets, etc.—would be considered in evaluating the parent’s
primary business. Nevertheless, even to the extent one were to accept the view
advanced in your response, please discuss whether the fact that (i) you (and affiliates
of any particular Control JV) will be buying (and selling) securities on an ongoing
basis and (ii) you expect the majority of Control JVs to sell their interests in portfolio
companies within three to five years complicates any conclusion that a Control JV is
merely “holding” securities. In your response, please clarify at what level of activity
you believe a Control JV would be “investing” rather than “holding.”
3.We note your response to prior comment 6 and that in response to our query regarding
the form of ownership of your underlying portfolio companies, you observed
that “[t]he Company does not believe that the application of the principles underlying
the Howey test should have radically different outcomes depending on the form of
business entity used.” Please clarify whether you expect that the underlying portfolio
companies will be owned by Control JVs, directly and indirectly, exclusively in the
form of interests meeting the definition of a security under section 2(a)(36)
exclusively because they would be “investment contracts” (such that analysis under
Howey would be the appropriate mode of analysis).
We note your response to prior comment 8. Please expand on your analysis regarding
your status as a special situation investment company to provide a comprehensive
legal analysis regarding whether you believe that you are acquiring securities
“primarily for the purpose of making a profit in the sale of the controlled company’s
securities” and to use your control to rehabilitate businesses by management reforms
to enhance their selling values. In your response, please also:
•Cite to any authority you rely on in determining that the concept of a special
situation investment company is limited only to (i) companies acquiring securities
for purposes of obtaining a quick profit in the sale of the controlled company’s
securities and (ii) those companies investing in publicly traded securities. In
addition, please provide a comprehensive legal analysis addressing your
determination that your anticipated three to five year holding period for most
portfolio companies does not meet such a “quick” standard. To the extent that
your position is based on no-action relief granted to issuers by the staff in the past,
please discuss the similarities and differences to your factual circumstances and
address specifically whether you can make all of the representations made by the
relevant issuer.
•Describe (i) how many portfolio companies you anticipate having at any one time,
(ii) under what circumstances you anticipate selling a portfolio company, and (iii)
whether you anticipate likely operating any portfolio companies indefinitely and,
if so, the circumstances in which you anticipate doing so.
Address your purported primary business (of “exercising joint control over its
Control JVs…”) and your business description included at item 1 in the Form 10,
which does not appear to reference any line of business in which you will sell •4.

February 11, 2025
Page 3
goods or services. In this regard, your representations appear to imply that you
are engaged in the business of supplying managerial assistance that will leverage
the expertise of asset managers to achieve capital appreciation, notwithstanding
the fact that the Commission has previously stated that a “holding company [in
contrast to a special situation investment company] generally secures control of
other companies primarily for the purpose of engaging in the other companies’
line of business.” See Certain Prima Facie Investment Companies, Release No.
IC-10937 (Nov. 13, 1979).
5.Please expand your discussion of your directors, officers, and employees to describe
their expertise and discuss whether their expertise would tend to indicate that
your acquisitions of portfolio companies are made primarily for the purpose of
making a profit in the sale of the controlled companies securities. Please also discuss
whether the expertise of such directors, officers, and employees would tend to indicate
that you are “actively us[ing] your control to rehabilitate going businesses by
management reforms so as to enhance the selling values of the holdings." Please also
address the approximate percentage of such persons’ time that will be devoted to
implementing management reforms versus time devoted to engaging in portfolio
companies’ lines of business.
6.We note that you appear to take the position that income from the sale of a portfolio
company’s securities should be considered good income for you, assuming that it is
passed to you via a Control JV. To the extent that this accurately describes your
position, please discuss why the fact that income was earned in securities
transactions—whether passed through an intermediary or not—does not indicate that
it should weigh in favor of determining that you are an investment company in your
3(a)(1)(A) analysis. In addition, please clarify which entities (e.g, Control JVs) are
consolidated and, therefore, considered in your 3(a)(1)(A) analysis of the company.
            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  Taylor Evenson  at 202-551-6719 or  Kyle Ahlgren at 202-551-6857  if
you have questions regarding comments relating to the Investment Company Act.  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.