Basalt Infrastructure Partners, LLC, a US limited liability company and a SEC-registered
investment adviser (“BIP” or the “Adviser”) was established in December 2011. BIP is wholly-
owned by Basalt Infrastructure Partners LLP, a UK Limited Liability Partnership (the “Primary
Adviser”), which is controlled by Colliers Investment Management Holdings UK Ltd and,
ultimately, principally owned by Jay Hennick (the “Principal Owner”, and the Principal Owner,
collectively with the other direct and indirect owners of BIP, the “Owners”). The Primary Adviser
is separately registered with the SEC as an investment adviser and is also authorised and regulated
by the UK Financial Conduct Authority.
BIP’s clients include the following (each, a “Fund,” some of which may include feeder investment
vehicles which are also considered to be clients, and together with any future private investment
fund to which Basalt (as defined below) or its affiliates provide investment advisory services, the
“Funds”):
• Basalt Infrastructure Partners LP (“Fund I”)
• Basalt Infrastructure Partners II A L.P. (“Fund II A”)
• Basalt Infrastructure Partners II B L.P. (“Fund II B”)
• Basalt Infrastructure Partners II C L.P. (“Fund II C”)
• Basalt Infrastructure Partners II D L.P. (“Fund II D” and, collectively with Fund
II A, Fund II B and Fund II C, “Fund II”)
• Basalt Infrastructure Partners III A L.P. (“Fund III A”)
• Basalt Infrastructure Partners III B L.P. (“Fund III B”)
• Basalt Infrastructure Partners III C L.P. (“Fund III C”)
• Basalt Infrastructure Partners III D L.P. (“Fund III D” and, collectively with Fund
III A, Fund III B and Fund III C, “Fund III”)
•
Project Arthur AIV, L.P.
•
Project Arthur AIV BPI Voting Stock Feeder, L.P.
•
Project Arthur AIV Non-Voting Stock Feeder, L.P.
•
Project Arthur AIV Voting Stock Feeder, L.P.
•
Project Hyperion AIV, L.P.
•
Project Hyperion AIV Non-Voting Stock Feeder, L.P.
•
Project Hyperion AIV Voting Stock Feeder, L.P.
•
BIP II A Project Helios AIV (I) L.P.
•
BIP II A Project Helios AIV (II) L.P.
•
BIP III A Project Mars AIV (I) L.P.
•
BIP III A Project Mars AIV (II) L.P.
BIP III Ride Co-Investment L.P.
CIPMA Golden Link, LLC
• Basalt Infrastructure Partners IV A L.P. (“Fund IV A”)
• Basalt Infrastructure Partners IV B L.P. (“Fund IV B”)
• Basalt Infrastructure Partners IV C L.P. (“Fund IV C”)
• Basalt Infrastructure Partners IV D L.P. (“Fund IV D” and, collectively with Fund
IV A, Fund IV B and Fund IV C, “Fund IV”)
The following general partner and managing member entities are affiliated with BIP (each, a
“General Partner”, and collectively, together with any future affiliated general partner entities,
the “General Partners”):
Basalt Infrastructure Partners GP Ltd
Basalt Infrastructure Partners GP Member Limited
Basalt Infrastructure Partners GP 2 LLP
•
Basalt Infrastructure Partners II GP 2 LLP
•
Basalt Infrastructure Partners II GP Limited
•
Basalt Infrastructure Partners III GP Limited
•
Basalt Infrastructure Partners IV GP Limited (where the context requires, the
General Partners, collectively with BIP, the Primary Adviser and/or their advisory
affiliates, “Basalt”)
Each General Partner is subject to the Advisers Act pursuant to the Primary Adviser’s registration
in accordance with SEC guidance. This Brochure also describes the business practices of the
General Partners, which operate as a single advisory business together with the Primary Adviser.
Each General Partner is a wholly-owned subsidiary of the Primary Adviser. The relevant General
Partner’s board of directors will ultimately make any investment decision on behalf of the Funds.
Each General Partner’s board will typically consist of both representatives of the Primary Adviser
as well as directors independent of the Primary Adviser.
BIP is engaged by the Primary Adviser through a sub-advisory agreement to provide investment
advice regarding U.S. and Canadian infrastructure investments for each Fund. BIP provides its
advice on a non-discretionary basis to the Primary Adviser, which in turn provides its advice on a
non-discretionary basis to the General Partners. Because BIP does not engage in any transactions
itself or maintain the client relationship with the Funds or the underlying beneficial owners, BIP’s
advisory business consists entirely of its services to the Primary Adviser; therefore, BIP’s
operations and business practices cannot be accurately described without substantial reference to
the operations and business practices of the Primary Adviser which are largely described herein.
As such, many provisions herein summarize the relationship between the Primary Adviser, the
General Partners and the Funds, and this should be viewed in all cases in light of the sub-advisory
role of BIP, the non-discretionary advice it provides to the Primary Adviser, and
(as further
described below) its interest in the fees earned by the Primary Adviser.
The Funds are private investment funds and invest through negotiated transactions primarily in
infrastructure assets, or asset-backed companies operating essential energy, transport,
communications and utilities in Western Europe and North America (such investments generally
referred to herein as “portfolio companies”). The Primary Adviser’s investment advisory services
to the Funds consist of identifying and evaluating investment opportunities, negotiating the terms
of investments, managing and monitoring investments and achieving dispositions for such
investments. Where such investments consist of portfolio companies, the senior principals or other
personnel of the Primary Adviser or its affiliates generally serve on such portfolio companies’
respective boards of directors or otherwise act to influence control over management of portfolio
companies in which the Funds have invested.
The Primary Adviser’s advisory services to the Funds are detailed in the relevant private placement
memoranda or other offering documents (each, a “Memorandum”), investment management
agreements, limited partnership or other operating agreements or governing documents (each, a
“Partnership Agreement” and, together with any relevant Memorandum, the “Governing
Documents”) and are further described below under “Methods of Analysis, Investment Strategies
and Risk of Loss.”
Investors in each Fund (generally referred to herein as “investors” or “limited partners”) participate
in the overall investment program for the relevant Fund, but in certain circumstances are excused
from a particular investment due to legal, regulatory or other agreed-upon circumstances pursuant
to the Governing Documents; for the avoidance of doubt, such arrangements generally do not and
will not create an adviser-client relationship among BIP, the Primary Adviser and/or any investor.
Each Fund or the relevant General Partner generally enter into side letters or other similar
agreements (“Side Letters”) with certain investors that have the effect of establishing rights
(including economic or other terms) under, or altering or supplementing the terms of, the
Governing Documents with respect to such investors.
Additionally, as permitted by the Governing Documents, the General Partners expect to provide
(or agree to provide) investment or co-investment opportunities (including the opportunity to
participate in co-invest vehicles) to certain current or prospective investors or other persons,
including other sponsors, market participants, finders, consultants and other service providers,
portfolio company management or personnel, personnel of the Primary Adviser and/or certain
other persons associated with the Primary Adviser and/or their affiliates alongside the relevant
Fund’s transactions. Such co-investments typically involve investment and disposal of interests in
the applicable portfolio company at the same time and on the same terms as the Fund making the
investment. Additionally, for strategic and other reasons, a co-investor or co-invest vehicle
(including a co-investing Fund) may be permitted to purchase a portion of an investment from one
or more Funds after such Funds have consummated their investment in a portfolio company (also
known as a post-closing sell-down or transfer) and fund such purchase (upon initial
investment/acquisition of that interest) through Fund investor capital contributions and/or use of a
Fund credit facility. Any such purchase from a Fund by a co-investor or co-invest vehicle generally
occurs shortly after the Fund’s completion of the investment to avoid any changes in valuation of
the investment, but in certain instances could be well after the Fund’s initial purchase. Where
appropriate, and in the Primary Adviser’s sole discretion, the Primary Adviser is authorised to
charge, on behalf of the Fund, interest on the purchase to the co-investor or co-invest vehicle (or
otherwise equitably to adjust the purchase price under certain conditions), and to seek
reimbursement to the relevant Fund for related costs. However, to the extent any such amounts are
not so charged or reimbursed (including charges or reimbursements required pursuant to applicable
law), they generally will be borne by the relevant Fund.
A prospective Fund investor will need to consider whether a proposed investment vehicle is
appropriate to the investor’s circumstances based on all relevant factors including, but not limited
to, the investor’s investment objectives, liquidity requirements, tax situation and risk tolerance.
Prospective investors are strongly encouraged to undertake appropriate due diligence, including
but not limited to a review of relevant Fund offering materials.
As of December 31, 2023, BIP had approximately $7,924,239,408 in regulatory assets under
management.