SecProbe.io

June 6, 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. 2 to
Registration Statement on Form 10-12G
Filed April 25, 2025
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. Unless we note otherwise, any references to prior
comments are to comments in our April 16, 2025 letter.
Post-Effective Amendment No. 2 to Form 10
General
We note in your response to prior comment 2 that you “respectfully disagree[s] with
the premise that the Company will be ‘buying (and selling) securities on an ongoing
basis…” while also stating as follows: (i) “the Company intends to be a diversified
holding company”; (ii) “the Company is in the business of acquiring high quality
portfolio companies with the potential to continue to thrive over time”; and (iii) “the
Company will exercise control over its portfolio companies”. Your Investment
Company Act status analysis appears to disregard some of the Control JVs’ activities
(because you do not plan to consolidate the Control JVs under GAAP), despite the
fact that you represent yourself publicly and in your Investment Company Act status
analysis as a diversified holding company operating portfolio companies (which
implies consideration of the operation of portfolio companies undertaken by the 1.

June 6, 2025
Page 2
Control JVs). See generally Certain Prima Facie Investment Companies, Release No.
IC-10937 (Nov. 13, 1979) (a “holding company generally secures control of other
companies primarily for the purpose of engaging in the other companies’ line of
business”). We have the following related comments:
1.Please explain or resolve this apparent inconsistency.
2.To the extent that you, for purposes of your Investment Company Act status
analysis, (i) view your primary business as limited to purchasing general
partnership interests in JVs, and (ii) consistently excludes all of the activities that
you cause Control JVs to undertake (including the Control JVs’ operation of
portfolio companies), please:
•reconcile this position with your responses that reference the
Company's acquisition and control of portfolio companies and your
disclosure in the Form 10, which emphasizes that the Company is “a holding
company that seeks to acquire, own and control portfolio companies….”
•address whether the Company, by describing itself as a “diversified holding
company” that acquires portfolio companies, is holding itself out in such a
way to oblige consideration of the buying and selling of the securities of
portfolio companies for purposes of the your Investment Company Act status
analysis.
•reconcile this position with the Commission’s position, as expressed in
Tonopah, that consideration of an issuer’s primary business is “one of fact
[that] must be resolved by a review of the special circumstances applicable to
the particular case.” In this regard, we note that the Company’s business
appears inextricably linked with the ongoing buying and selling of the
securities of portfolio companies, as highlighted throughout your disclosure
and in response letters—apparently indicating that these activities are
material circumstances to be evaluated under Tonopah.
3.To the extent that your consideration of your primary business extends to the
operation of the Control JVs (and consistently includes all the activities that the
Company cause Control JVs to undertake in your Investment Company Act
status analysis (including their ongoing purchasing and selling of securities)),
please supplement your responses, citing support for the position that the
Company does not acquire securities (except in connection with the maintenance
of its liquidity portfolio), as necessary, to appropriately account for the investing
(and divestment) activity effected by the Company through its JVs.
We note your response to prior comment 4 and your expanded analysis regarding
your status as “that type of investment company known as a ‘special situation’
investment company, whose primary business is to acquire securities for investment
with a view to increasing their value and later disposing of them at a profit,” United
Stores Corp., 10 S.E.C. 1145 (1942), as well as your analysis regarding whether you
meet the definition of that concept. We have the following related comments:
As previously stated, please provide your comprehensive legal analysis
addressing whether you intend to cause Control JVs to acquire securities
“primarily for the purpose of making a profit in the sale of their controlled 1.2.

June 6, 2025
Page 3
companies’ securities” as described by the Commission in Certain Prima Facie
Investment Companies, Release No. IC-10937 (Nov. 13, 1979). In this regard,
we note that the Company's description of ititself as “a holding company
conglomerate with the objective of generating attractive, risk-adjusted returns for
shareholders…” does not appear to preclude a finding that it is purchasing
securities with a view to increasing their value and later disposing of them at a
profit.
2.Please expand on your analysis of the Company's status as a special situation
investment company by:
•describing and discussing whether the Company will, at the time of a JV’s
acquisition of a portfolio company’s securities, generally expect that the JV
will sell those securities in the future. In this regard, we note that in Northeast
Capital Corp., 37 SEC 715 (1957), cited in your response at fn. 81, the
applicant—in addition to suggesting that it was not its present intention to
liquidate its investment—also noted that it did not “anticipate any future
intention to liquidate” its investment.
•describing and discussing the anticipated importance of investment and asset
management criteria to any portfolio company investment and divestment
decisions.
3.Assuming that the special situation investment companies addressed in the
materials cited by you have “historically had the … salient characteristics”
described on page 10 of your response and the concept of a special situation
investment company is “as [you] understand it to be”, please expand on your
analysis to specifically:
•Describe in additional detail (i) what characterizes a target as having a
“temporary depressed valuation[]” as identified on page 10 of your response,
(ii) whether and how that differs from the various other references in your
response to, for example, “companies facing difficulties,” “distressed
businesses,” and “distressed companies with depressed values” and (iii) the
distinction between the “high quality” or “excellent, strong performing”
companies invested in by the Company and the “distressed companies with
depressed values” purportedly characteristic of investments by special
situation investment companies
•Describe in additional detail what characterizes a “quick” or “frequent” shift
in investments as identified on page 10 of your response.
We note your response to our prior comment 5 focused on expertise in “‘special
situations,’ or rehabilitating or reorganizing failing companies”. We reissue our prior
comment 5, including its specific prompt to consider whether the expertise of your
directors, officers, and employees 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. In this regard, we note that your disclosure
appears to emphasize (i) the investment expertise of your directors and officers, as
well as (ii) the leveraging of a private equity firm’s “expertise and platform,”
including EQT’s “Active Ownership Model,” which provides for, among other things, 3.

June 6, 2025
Page 4
“value creation levers, such as revenue enhancements, management changes, pricing,
cost improvements and more transformational levers such as strategic realignment
and add-on acquisitions.”
Item 1. Business
Our Administrator, page 13
4.We note your disclosure that you anticipate the administrator will be entitled to
receive a monthly fee based on the monthly value of your net assets. Please tell us
when you expect you would have more detail regarding how to calculate this fee. We
also note similar disclosure in your periodic reports. Please confirm that you will
revise your future Exchange Act Reports to provide more fulsome details as to how
these fees are calculated and disclose any amounts paid.
            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.