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CORRESP
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CORRESP

 Simpson Thacher & Bartlett LLP

425 LEXINGTON AVENUE

 NEW YORK, NY
10017-3954

TELEPHONE:
+1-212-455-2000

FACSIMILE:
+1-212-455-2502

 Direct Dial Number

E-mail Address

 VIA EDGAR

November 15, 2024

Re:

EQT Infrastructure Company LLC

Registration Statement on Form 10-12G

Filed September 20, 2024

File No. 000-56691

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

 Ladies and Gentlemen:

On behalf of EQT Infrastructure Company LLC (the “Company”), we are concurrently filing with the Securities and Exchange Commission
(the “Commission”) an amendment (“Amendment No. 1”) to the above-referenced registration statement on Form 10-12G (the “Registration Statement”), originally filed with the
Commission on September 20, 2024. The Company has revised the Registration Statement in response to the comment letter from the staff (the “Staff”) of the Commission’s Division of Corporation Finance, dated October 17, 2024
(the “Comment Letter”), relating to the Registration Statement and to reflect certain other changes.

 In addition, we are
providing the following responses to the Comment Letter. To assist your review, we have retyped the text of the Staff’s comments in italics below. Page references in the text of this letter correspond to the pages of Amendment No. 1.
Unless otherwise defined below, terms defined in Amendment No. 1 and used below shall have the meanings given to them in Amendment No. 1. The responses and information described below are based upon information provided to us by the
Company.

 Item 1. Business, page 1

1.
 Comment: 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

Securities and Exchange Commission

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November 15, 2024

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.

 Response: In response to the Staff’s comment, the Company
has revised its disclosure on pages 5 and 6.

 Acquisition opportunities alongside EQT Vehicles, page 6

2.
 Comment: 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.”

 Response: In response to the Staff’s
comment, the Company has revised its disclosure on page 8. With respect to the number of Other Vehicles that have priority over the Company for acquisition opportunities and the amount of capital available for deployment of such Other Vehicles, the
Company respectfully advises the Staff that it intends to enter into Joint Ventures with such Other Vehicles, and as such, the Company is not merely a source of capital to support acquisitions by such Other Vehicles. Even if Other Vehicles had an
excess of capital available for deployment in respect of an acquisition opportunity, the Company may, and is expected to, subject to consideration of the factors set forth under the caption “Acquisition Opportunities Alongside EQT
Vehicles” on page 7, be offered the opportunity to form a Joint Venture with such Other Vehicle in respect of such acquisition opportunity. Each Other Vehicle will generally have its own mandate, and its own guidelines with respect to its
desired concentration in a given business sector, industry, and geographical region. To that end, the Company believes that the number of Other Vehicles and the capital available for deployment by them would not be helpful to the Company’s
shareholders in determining prospective acquisition opportunities available to the Company. Additionally, as EQT continues to develop its business lines and as Other Vehicles are created, dissolved or their mandates are fulfilled, the amount
available for deployment is expected to change materially from time to time.

 Share Repurchases, page 15

3.
 Comment: 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.

Securities and Exchange Commission

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November 15, 2024

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.

Response:

 Tender Offer
Rules

 The Company respectfully acknowledges that it is responsible for analyzing the applicability of the tender offer rules,
including Rule 13e-4 and Regulation 14E under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to its share repurchase plan. The Company believes that its share repurchase plan
is not an “issuer tender offer” subject to the tender offer rules, including Rule 13e-4 and Regulation 14E, under the Exchange Act. This conclusion is based on an analysis of the factors identified
in Wellman v. Dickinson,1 and applied in subsequent cases by the SEC and the Staff in determining what constitutes an “issuer tender offer” for purposes of the tender offer rules
under the Exchange Act.

 As discussed in more detail below, the Company believes that repurchases of shares pursuant to its share
repurchase plan do not implicate the concerns that the tender offer rules are intended to address. The purpose of the Company’s share repurchase plan is to provide shareholders with ongoing liquidity. The terms of the share repurchase plan will
be fully disclosed to potential investors prior to the purchase of the Company’s shares. Shareholders will be notified of the most recent quarterly transaction price and net asset value (“NAV”) per share for each class of shares
through the Company’s website and toll-free information line, and/or through current or periodic reports filed by the Company. Shareholders will be given sufficient time after the transaction price is made available to submit their repurchase
request or, if they had previously submitted their repurchase request, to withdraw such request if desired. The terms of the Company’s share repurchase plan, including full disclosure of the time in which to make decisions, withdrawal rights,
and proration in the event a repurchase offer is oversubscribed, collectively reduce pressure on shareholders and mitigate the concerns that the tender offer rules were intended to address. Because the share repurchase plan is not an “issuer
tender offer” based on an analysis of the Wellman factors, the structural protections generally afforded to shareholders under the tender offer rules are unnecessary for the protection of investors.

Analysis of the Wellman Factors

An analysis of the Wellman factors demonstrates that the Company’s share repurchase plan should not be viewed as an “issuer
tender offer” subject to the tender offer rules under the Exchange Act. Set forth below is an application of these factors to the share repurchase plan.

(i)
 Active and widespread solicitation of public stockholders for the shares of an issuer. The Company will
not engage in an active and widespread solicitation for

1
 Wellman v. Dickinson, 475 F. Supp. 783 (S.D.N.Y. 1979).

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November 15, 2024

the repurchase of its shares. The share repurchase plan will be described in the Company’s private placement memorandum (“PPM”), and any communications to shareholders identifying changes to the plan will
be communicated through supplements to the PPM, current or periodic reports filed by the Company with the SEC, a press release and/or via the Company’s website. The Company respectfully submits that this disclosure is required by the Exchange
Act and is provided to make shareholders aware of the plan’s existence, rather than to solicit the repurchase of shares. The Company will not make any other significant public communications about the share repurchase plan except as contained
in or related to the PPM and its supplements, offering materials used in connection with the private placement of the Company’s shares, required communications in periodic and current reports filed under the Exchange Act, the dissemination of
the quarterly transaction price and NAV per share of each class of shares on the Company’s website and toll-free information line, and communications required by the plan itself. Shareholders who desire to have all or a portion of their shares
repurchased by the Company will do so of their own volition and not at the behest, invitation or encouragement of the Company. The Company will not solicit or encourage shareholders to request repurchase of their shares. The role of the Company in
effectuating repurchases under the share repurchase plan will be ministerial and will merely facilitate the full or partial exit by shareholders from their investment in the Company.

(ii)
 The offer to purchase is made at a premium over the prevailing market price. No premium will be paid
over the prevailing market price by the Company for any shares repurchased. The repurchase price will be the quarterly transaction price for the class of shares being repurchased, less any applicable early repurchase fee, and the offering price will
be the monthly transaction price for each class of shares, plus applicable selling commissions and dealer manager fees. Further, there will be no established regular trading market for the Company’s shares. The share repurchase plan will be
terminated in the event the Company’s shares are listed on a national securities exchange or included for quotation in a national securities market. Because there is no established trading market and the offering price and the repurchase price
each quarter are identical (except that any applicable early repurchase fee may be deducted from, and selling commissions and dealer manager fees are not included in, the calculation of the repurchase price), this factor does not apply.

(iii)
 The solicitation is made for a substantial percentage of the issuer’s stock. As noted above, the
Company will not actively solicit repurchases under the share repurchase plan. The share repurchase plan limits repurchases in any calendar quarter to 5% of the Company’s aggregate NAV (measured using the average aggregate NAV attributable to
shareholders as of the end of the immediately preceding calendar quarter). The Company respectfully submits that the presence of such limitations means there is no reasonable likelihood that the share repurchase plan will have the effect of the
Company repurchasing a “substantial percentage” of its shares in any quarter. Under the share repurchase plan, the maximum number of shares that may be repurchased over any 12-month period will
represent approximately 20% of the Company’s aggregate NAV.

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November 15, 2024

As noted above, the Company’s share repurchase plan provides shareholders with a means of liquidity in respect of their investment in the Company. Accordingly, the Company respectfully submits that its share
repurchase plan does not exist for the same reasons that issuers typically conduct tender offers. The Company intends to continuously raise capital through a continuous private offering and use the net proceeds to acquire, own and control portfolio
companies. Repurchasing shares decreases funds available for such acquisitions and reduces the Company’s aggregate NAV, which creates a disincentive for the Company to seek to repurchase shares.

(iv)
 The terms of the offer are firm, rather than negotiable. The terms of the Company’s share
repurchase plan are firm with respect to the process by which shareholders may request repurchases. While the repurchase price is not negotiable, it is not fixed at the same amount for the duration of the share repurchase plan, but rather it is
determined each quarter, under normal circumstances based on the prior quarter’s NAV per share determined using an established methodology. The Company believes, however, that this feature is not indicative of a tender offer because the
firmness of the terms of the share repurchase plan will not increase pressure on shareholders to request repurchase of their shares, as repurchases will be made at the applicable NAV per share. The pressure on shareholders that Rule 13e-4 attempts to reduce is that which is caused by “a high premium with the threat that the offer will disappear as of a certain time.”2 Where these
factors exist, firmness of the terms of the offer may have the effect of exacerbating the coercive pressure on shareholders. However, as previously discussed, the Company’s share repurchase plan will not offer shareholders a premium for their
shares and the Company intends that the share repurchase plan will exist indefinitely (subject to the authority of the Company’s board of directors in its reasonable discretion to suspend the plan under specified circumstances or to make
modifications to promote its proper and fair operation).

 Additionally, the Company believes that NAV-based pricing for its repurchase program should have the effect of mitigating pressure because shareholders will know that they can request to have their shares repurchased by the Company at the end of any
quarter, under normal circumstances at the prior quarter’s NAV per share. In a typical tender offer, the issuer conceivably has both an incentive and the ability to set the offer price at a level that will maximize the chances of obtaining the
desired volume of repurchased shares, while minimizing the overall premium paid. Conversely, the Company, absent extenuating circumstances, will apply, each quarter, the same comprehensive set of valuation policies and procedures to determine the
prior quarter’s NAV per share. The Company will have discretion in the determination of the repurchase price only in cases where it believes there has been a material change to the NAV per share since the end of the prior quarter. The Company
expects such cases to be rare, and in such cases, will estimate the current NAV per share after giving effect to such material change. As noted above, the Company does not have an incentive to maximize repurchases of shares, and

2
 See Brascan Ltd. v. Edper Equities, 477 F. Supp. 773, 792 (S.D.N.Y. 1979).

Securities and Exchan