Partners Group Growth and Next Gen Infrastructure Tender Offers

What the two funds are, and what they are not

Partners Group Growth, LLC invests in private equity: direct growth-equity deals that Partners Group originates, secondaries and a few primary commitments. Partners Group Next Generation Infrastructure, LLC does the same in private infrastructure. Both are Delaware limited liability companies registered under the Investment Company Act as closed-end, non-diversified funds, both are managed by Partners Group (USA) Inc. in New York, and both have a fiscal year that ends March 31. Growth was organized on July 1, 2023 and commenced operations on September 20, 2023; Next Generation Infrastructure was organized on May 24, 2023 and commenced operations on August 1, 2023.

They are not sold to the public. The Offer to Purchase says the funds may issue units in transactions “conducted pursuant to Rule 506 of Regulation D,” and each investor must certify that it is both a “qualified client” and an “accredited investor.” Minimum initial investment is $50,000 for Class A and Class S and $1,000,000 for Class I and Class M (Form N-2/A, June 26, 2026). Class A and Class S carry a placement fee of up to 3.50% and 1.50%. Both funds intend to qualify as a regulated investment company and to send Form 1099-DIV, not a K-1 (same filing).

They are also not the larger funds with similar names. Partners Group Private Equity Fund, covered on our Partners Group Private Equity Fund page, is a much bigger registered fund where holders have tendered more than the cap; Partners Group Lending Fund has its own offer and its own Partners Group Lending Fund page. For comparison with the sister fund's latest result, its holders tendered $2,208,776,044.73 for September 30, 2026 and it accepted $728,434,461.77 pro rata, 33.0% (our arithmetic; Schedule TO-I/A, accession 0001398344-26-019017). For the general mechanics of this kind of fund see what an evergreen fund is and how 26 evergreen funds treated redemption requests.

Inside the portfolios at March 31, 2026 (annual reports):

The two offers open until November 27, 2026

Both Schedules TO-I were filed on October 29, 2026 and have the same terms. The only differences are the size and the price.

What the Offer to Purchase says about the mechanics, in short. A member can tender all or part of its units; if the remainder would fall below $25,000 (Class A and S) or $100,000 (Class I and M) the board can cut the repurchase or buy the rest. If more than about 5.00% is tendered, the fund “will in its sole discretion” accept the extra amount allowed by Rule 13e-4(f)(1)(ii), extend and enlarge the offer, or take tenders pro rata; it may also take in full the tenders of members who own fewer than 100 units and tender all of them. Payment is a non-interest-bearing promissory note held by State Street Bank and Trust Company. Clients of Merrill Lynch must go through their Merrill Lynch financial adviser, who submits a customized form. The funds say the repurchase of units “is a taxable event” and can in some cases be recharacterized as a distribution under Section 302 of the Internal Revenue Code. The Adviser “expects to recommend” quarterly offers of no more than 5.00% of net assets, and the board is “under no obligation to follow such recommendations.”

Every offer since January 2025, and what holders asked for

Both funds have run one offer a quarter since January 2025. The offer size is quoted at launch from the net assets of a month-end one to three months earlier; the cap that binds is 5% of net assets at the valuation date. Offer sizes imply net assets of about $110 million at Growth on November 30, 2024 and about $416 million on May 31, 2026, and about $96 million and $286 million at Next Generation Infrastructure on the same dates (our arithmetic: offer size times 20; the sizes are rounded).

Growth:

Next Generation Infrastructure:

Reading these tables: the percentages of the offer size are our arithmetic on the launch figure, and the percentages of net assets use the March 31, 2026 annual reports and the June 30, 2026 Form N-PORT (Growth $377,711,627 and $423,475,440.11; Next Generation Infrastructure $270,971,394 and $299,514,537.98). Five final amendments are on file. We found none for the three 2025 offers of either fund or for Next Generation Infrastructure's offer valued December 31, 2025, and we did not treat that as proof that nobody tendered. In the year to March 31, 2026 the statement of changes in net assets shows one redemption line at Growth ($164,334, Class A) and two at Next Generation Infrastructure ($10,000,000 Class I and $3,008 Class M, which together equal the March 31 tender).

The gap between what was paid and what was tendered in the June 30 offers is $26,123.79 at Growth and $243,068.11 at Next Generation Infrastructure (our arithmetic), consistent with the 95% first payment for members who tendered everything and with the early repurchase fee; the amendments do not break it down.

Final amendments have followed the valuation date by 57 to 69 days: December 31, 2025 to March 10, 2026, March 31 to June 5 and June 30 to August 26, 2026 (our arithmetic). On that pattern the results of the offers valued September 30, 2026 would appear between about November 26 and December 8, 2026. That is our inference, not a date the funds have given.

Who holds the units

The June 26, 2026 registration statements name the holders of 5% or more of any class of shares as of May 31, 2026:

The listed Partners Group entities and feeder funds use the address of Partners Group (USA) Inc. in New York. The filing lists owners of 5% or more of “any Class of Shares” and does not say which class each percentage refers to, so the figures are not a share of the whole fund (they add up to 42.97% and 53.32%, our sums, which is meaningful only if the holders sit in the same class). The Growth annual report says the fund “began investing in September of 2023 with a seed portfolio funded by an equity investment by Partners Group.” The offer says units bought from an officer, manager or affiliate will be on “the same terms and conditions as any other purchase of Units.” Nothing we read says whether any of these holders has tendered, so we cannot say who the two members in the March 2026 Next Generation Infrastructure tender were.

Money in, money out

Growth also paid distributions of $24,210,247 in the year, of which $23,249,402 was reinvested (cash flow statement). The latest quarter on Form N-PORT, April to June 2026, shows the same direction:

At Next Generation Infrastructure the $10,003,008.22 is the March 31 tender, paid in April. At Growth the monthly redemptions of $815,601.76 in May and $103,637.72 in June do not match any tender result on file, and the N-PORT does not say what they are. Do not read the quarterly redemption column as a tender statistic.

Price per unit: two paths

The offers state NAV per unit by class at a month-end before each launch. For Class I:

Growth's NAV per unit fell 6.5% between August and November 2025 (our arithmetic) in a year in which the fund paid $24.2 million of distributions. Next Generation Infrastructure's Class I NAV rose 3.6% in March 2026 and fell 4.6% between March 31 and May 31, 2026 (our arithmetic). The March 31 NAV is the one at which the two members' tender was valued. The filings we read do not explain the swing, and nothing here says it is an error. It is a reminder that the price you tender at is set after the deadline, and that the unit price is an estimate until the audit.

Returns for the year to March 31, 2026 as printed in the annual reports: Growth Class I 14.4% against 18.9% for the MSCI World, and Next Generation Infrastructure Class I 11.3% against 26.9% for the S&P Global Infrastructure Index. The reports also print since-inception figures; we do not compare them because the table does not make the periods clear.

What it costs

Class I total annual expenses are 5.58% before and 5.09% after reimbursement at Growth, and 5.96% and 5.68% at Next Generation Infrastructure. Both funds also had a temporary fee waiver of 0.25% a year that, according to the annual reports, ended on May 31, 2026 at Growth and June 30, 2026 at Next Generation Infrastructure; the June 26, 2026 fee tables were published after those dates. Class A and Class S also pay a distribution and servicing fee of up to 0.85% and 0.25%.

In the year to March 31, 2026, Growth incurred $4,282,540 of management fees (of which $1,064,524 was waived) and $5,171,689 of incentive fees, on total investment income of $2,026,865, for total expenses of $15,776,584 and a net investment loss of $12,685,195. Next Generation Infrastructure incurred $2,492,395 of management fees ($407,656 waived), $3,904,319 of incentive fees and $11,837,920 of tax expense, 55.7% of its $21,238,077 of total expenses (our arithmetic), for a net investment loss of $19,201,562. Both funds ended the year with a net increase in net assets from operations ($28,321,983 and $22,274,138) because unrealized gains outweighed the loss. The incentive fee is calculated on net profits that include unrealized appreciation, so it can be incurred while investment income is smaller than expenses.

Two disclosures in the Growth annual report

A valuation error at Growth. The report for the year to March 31, 2026 says “A processing error involving a secondaries transaction was discovered in early 2026” and affected the valuation of that investment “for certain periods through January 31, 2026.” Investors who subscribed through February 1, 2026 received too few units; the fund corrected this by issuing additional units and through fee waivers and reimbursements by the Adviser, and says “a restatement of the NAV is not required.” The fund also reports a separate revision: deferred payments on two Earlybird funds were left out of investment cost, a $1,445,587 error that it judged not material. As a result net assets at March 31, 2025 appear as $116,439,100 in the 2026 report and as $117,879,042 in the semi-annual report for September 30, 2025, a difference of $1,439,942 (our arithmetic).

What changed in the last 60 days, and what comes next

The January 2027 offers should be filed near January 27, 2027, as they were on January 27 in 2025 and 2026 (our inference from the pattern, not a date the funds have given).

What a reader can do with this

• If you hold units and want out: your route is the quarterly offer. Submit by 11:59 p.m. Eastern on November 27, 2026 (through your adviser if you hold through one; Merrill Lynch clients go through their Merrill Lynch financial adviser). Units held under 12 months cost 2.00% to sell. You will not know the price until after the deadline, you will be paid by promissory note, and at least 5% of your proceeds can wait until the audit if you tender everything.
• If you are weighing an add or a first purchase: read the cost line first (5.09% to 6.84% a year before any sales load, depending on class and fund), then the exit line. The offers have been far from the cap so far, so the cap has not been tested. A fund that grew 3.24 times in a year, with Partners Group entities among its largest holders, has not yet been through a quarter in which many outside holders ask to sell.
• What to watch next: (1) the results of the offers valued September 30, 2026, likely between late November and early December 2026; (2) the November 27 requests, which are the first to be made after the funds reached $435 million and $320 million; (3) whether any large holder tenders; (4) the next fee tables, now that the 0.25% waivers have ended; (5) how Next Generation Infrastructure's unit price behaves after its March to May swing.
• What the record does not say: nothing in the filings tells us who tendered, why Growth's holders ask for so little, or what the Partners Group holders intend. Any statement that these funds are fully liquid, or that they are about to gate, would be a guess.

For other evergreen infrastructure funds see our evergreen infrastructure funds page, and for the wider field of private equity funds the private equity fund guide.

FAQ

All figures are from SEC filings of Partners Group Growth, LLC (CIK 1991706) and Partners Group Next Generation Infrastructure, LLC (CIK 1989393) read on EDGAR on October 30, 2026: the Schedules TO-I of January 27, 2025 to October 29, 2026 and the final amendments filed March 10, June 5 and August 26, 2026, the annual reports on Form N-CSR for the year ended March 31, 2026 (accessions 0001398344-26-010611 and 0001398344-26-010607), the semi-annual reports for September 30, 2025 (0001398344-25-022228 and 0001398344-25-022226), the Forms N-2/A of June 26, 2026 (0001398344-26-011307 and 0001398344-26-011309) and the Forms NPORT-P for June 30, 2026 (0001410368-26-090298 and 0001410368-26-090297), plus the Partners Group Private Equity Fund Schedule TO-I/A (0001398344-26-019017). Percentages of offers and net assets, sums, multiples, implied net assets, price changes, the 65th-day date and the expected timing of results are our arithmetic or inference. This is analysis of public documents, not investment, legal or tax advice.