JUNO
BEACH, Fla., March 20,
2025 /PRNewswire/ -- XPLR Infrastructure,
LP (NYSE: XIFR) today announced a private offering of
$1,400 million in aggregate
principal amount of senior unsecured notes, including senior
unsecured notes due in 2031 (the "2031 notes") and senior unsecured
notes due in 2033 (the "2033 notes"), by its direct subsidiary,
XPLR Infrastructure Operating Partners, LP ("XPLR OpCo"),
subject to market and other conditions. The notes will be fully and
unconditionally guaranteed on a senior unsecured basis by XPLR
Infrastructure, LP and XPLR Infrastructure US Partners Holdings,
LLC, a direct subsidiary of XPLR OpCo.
XPLR OpCo will add the net proceeds from the sale of the notes
to its general funds. XPLR OpCo expects to use its general funds to
fund repowering capital expenditures and repay outstanding debt,
including the 0.00% convertible senior notes due in November 2025 (the "2025 notes"). XPLR OpCo
intends to use a portion of the net proceeds from the sale of the
notes to purchase a portion of the 2025 notes concurrent with or
subsequent to this offering. No assurance can be given as to how
much, if any, of the 2025 notes will be repurchased or the terms on
which they will be repurchased. XPLR OpCo also expects to use its
general funds for other general business purposes, including to
make other investments to improve and expand its existing portfolio
and to exercise buyout rights relating to noncontrolling class B
members' interests under certain limited liability company
agreements to which XPLR Infrastructure and certain of its
subsidiaries is a party. XPLR OpCo may use its general funds to
fund investments in clean energy projects or assets or other
investments. XPLR OpCo may temporarily invest in
short-term instruments any proceeds that are not immediately
used for these purposes.
The offer and sale of notes and the guarantees have not been
registered under the Securities Act of 1933, as amended (the
"Securities Act") or the securities laws of any other jurisdiction.
Accordingly, the notes are being offered and sold only to qualified
institutional buyers in reliance on Rule 144A under the Securities
Act and to certain non-U.S. persons under Regulation S under the
Securities Act. The notes and the guarantees are not transferable
absent registration or an applicable exemption from the
registration requirements of the Securities Act. This news release
does not constitute an offer to sell or a solicitation of an offer
to buy the securities described herein, nor shall there be any sale
of these securities in any state or jurisdiction in which such an
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities law of any such
jurisdiction.
XPLR Infrastructure, LP
XPLR Infrastructure, LP (NYSE: XIFR) is a limited
partnership that has an ownership interest in a clean energy
infrastructure portfolio with long-term, stable cash flows. XPLR
Infrastructure is focused on delivering long-term value to its
common unitholders through disciplined capital allocation of the
cash flows generated by its assets and is positioning itself to
benefit from the expected growth in the U.S. power sector.
Headquartered in Juno Beach,
Florida, XPLR Infrastructure's portfolio of contracted clean
energy assets is diversified across generation technologies,
including wind, solar and battery storage projects in the U.S., and
an investment in natural gas pipeline assets in Pennsylvania.
Cautionary Statements and Risk Factors That
May Affect Future Results
This news release contains "forward-looking statements" within
the meaning of the federal securities laws. Forward-looking
statements are not statements of historical facts, but instead
represent the current expectations of XPLR Infrastructure, LP
(together with its subsidiaries, XPLR) regarding future operating
results and other future events, many of which, by their nature,
are inherently uncertain and outside of XPLR's control.
Forward-looking statements in this news release include, among
others, statements concerning future financing activities. In some
cases, you can identify the forward-looking statements by words or
phrases such as "will," "may result," "expect," "anticipate,"
"believe," "intend," "plan," "seek," "aim," "potential,"
"projection," "forecast," "predict," "goals," "target," "outlook,"
"should," "would" or similar words or expressions. You should not
place undue reliance on these forward-looking statements, which are
not a guarantee of future performance. The future results of XPLR
and its business and financial condition are subject to risks and
uncertainties that could cause XPLR's actual results to differ
materially from those expressed or implied in the forward-looking
statements. These risks and uncertainties could require XPLR to
limit or eliminate certain operations. These risks and
uncertainties include, but are not limited to, the following:
XPLR's business and results of operations are affected by the
performance of its renewable energy projects which could be
impacted by wind and solar conditions and in certain circumstances
by market prices for power; operation and maintenance of renewable
energy projects, battery storage projects and other facilities and
XPLR's pipeline investment involve significant risks that could
result in unplanned power outages, reduced output or capacity,
property damage, environmental pollution, personal injury or loss
of life; XPLR's business, financial condition, results of
operations and prospects can be materially adversely affected by
weather conditions and related impacts, including, but not limited
to, the impact of severe weather; XPLR depends on certain of the
renewable energy projects and the investment in pipeline assets in
its portfolio for a substantial portion of its anticipated cash
flows; developing and investing in power and related
infrastructure, including repowering of XPLR's existing renewable
energy projects, requires up-front capital and other expenditures
and could expose XPLR to project development risks, as well as
financing expense; threats of terrorism and catastrophic events
that could result from geopolitical factors, terrorism,
cyberattacks, or individuals and/or groups attempting to disrupt
XPLR's business, or the businesses of third parties, may materially
adversely affect XPLR's business, financial condition, results of
operations, liquidity and ability to execute its business plan; the
ability of XPLR to obtain insurance and the terms of any available
insurance coverage could be materially adversely affected by
international, national, state or local events and company-specific
events at XPLR or NextEra Energy, Inc. (NEE), as well as the
financial condition of insurers. XPLR's insurance coverage does not
provide protection against all significant losses; XPLR relies on
interconnection and transmission and other pipeline facilities of
third parties to deliver energy from certain of its projects and to
transport natural gas to and from its pipeline investment. If these
facilities become unavailable, XPLR's projects and pipeline
investment may not be able to operate or deliver energy or may
become partially or fully unavailable to transport natural gas;
XPLR's business is subject to liabilities and operating
restrictions arising from environmental, health and safety laws and
regulations and other standards, compliance with which may require
significant capital expenditures, increase XPLR's cost of
operations and affect or limit its business plans; XPLR's business,
financial condition, results of operations, liquidity and ability
to execute its business plan could be materially adversely affected
by new or revised laws, regulations or executive orders, as well as
by regulatory action or inaction; XPLR does not own all of the land
on which the projects in its portfolio are located and its use and
enjoyment of the property may be adversely affected to the extent
that there are any lienholders or land rights holders that have
rights that are superior to XPLR's rights or the United States of America (U.S.) Bureau of
Land Management suspends its federal rights-of-way grants; XPLR is
subject to risks associated with litigation or administrative
proceedings, as well as negative publicity; XPLR is subject to
risks associated with its ownership interests in projects that
undergo development or construction, including for repowering, and
other capital improvements to its clean energy or other projects,
which could result in its inability to complete development and
construction at those projects on time or at all, and make those
projects too expensive to complete or cause the return on an
investment to be less than expected; XPLR relies on a limited
number of customers and vendors and is exposed to credit and
performance risk in that they may be unwilling or unable to fulfill
their contractual obligations to XPLR or that they otherwise
terminate their agreements with XPLR; XPLR may not be able to
extend, renew or replace expiring or terminated power purchase
agreements (PPAs), lease agreement or other customer contracts
at favorable rates or on a long-term basis and XPLR may not have
the ability to amend existing PPAs for renewable energy repowering
projects; if the energy production by or availability of XPLR's
clean energy projects is less than expected, they may not be able
to satisfy minimum production or availability obligations under
their PPAs; XPLR's ability to develop and/or acquire assets
involves risks; reductions in demand for natural gas in the U.S.
and low market prices of natural gas could materially adversely
affect XPLR's pipeline investment's operations and cash flows;
government laws, regulations and policies providing incentives and
subsidies for clean energy could be changed, reduced or eliminated
at any time and such changes may negatively impact XPLR and its
ability to repower, acquire, develop or invest in clean energy and
related projects; XPLR's ability to develop projects, including
repowering renewable energy projects, faces risks related to
project siting, financing, construction, permitting, the
environment, governmental approvals and the negotiation of project
development agreements; acquisitions of existing clean energy
projects involve numerous risks; XPLR may develop or acquire assets
that use other renewable energy technologies and may develop or
acquire other types of assets. Any such development or acquisition
may present unforeseen challenges and result in a competitive
disadvantage relative to XPLR's more-established competitors;
certain agreements which XPLR or its subsidiaries are parties to
have provisions which may limit or preclude XPLR from engaging in
specified change of control and similar transactions; XPLR faces
substantial competition primarily from regulated utility holding
companies, developers, independent power producers, pension funds
and private equity funds for opportunities in the U.S.; regulatory
decisions that are important to XPLR may be materially adversely
affected by political, regulatory, operational and economic
factors; the natural gas pipeline industry is highly competitive,
and increased competitive pressure could adversely affect XPLR's
pipeline investment; XPLR may not be able to access sources of
capital on commercially reasonable terms; restrictions in XPLR and
its subsidiaries' financing agreements could adversely affect
XPLR's business, financial condition, results of operations,
liquidity and ability to execute its business plan; XPLR may
be unable to maintain its current credit ratings; XPLR's liquidity
may be impaired if its credit providers are unable to fund their
credit commitments to XPLR or to maintain their current credit
ratings; as a result of restrictions on XPLR's subsidiaries' cash
distributions to XPLR and XPLR Infrastructure Operating Partners,
LP (XPLR OpCo) under the terms of their indebtedness or other
financing agreements, cash distributions received by XPLR and XPLR
OpCo from their subsidiaries could be reduced or not received at
all; XPLR's and its subsidiaries' substantial amount of
indebtedness, which may increase, may adversely affect XPLR's
ability to operate its business, and its failure to comply with the
terms of its subsidiaries' indebtedness or refinance, extend or
repay the indebtedness could have a material adverse effect on
XPLR's financial condition; XPLR is exposed to risks inherent in
its use of interest rate swaps; widespread public health crises and
epidemics or pandemics may have material adverse impacts on XPLR's
business, financial condition, results of operations, liquidity and
ability to execute its business plan; NEE has influence over XPLR;
under the Cash Sweep and Credit Support Agreement, XPLR receives
credit support from NEE and its affiliates. XPLR's subsidiaries may
default under contracts or become subject to cash sweeps if credit
support is terminated, if NEE or its affiliates fail to honor their
obligations under credit support arrangements, or if NEE or another
credit support provider ceases to satisfy creditworthiness
requirements, and XPLR will be required in certain circumstances to
reimburse NEE for draws that are made on credit support; NextEra
Energy Resources, LLC (NEER) and certain of its affiliates are
permitted to borrow funds received by XPLR OpCo or its subsidiaries
and is obligated to return these funds only as needed to cover
project costs and distributions or as demanded by XPLR OpCo. XPLR's
financial condition and ability to execute its business plan is
highly dependent on NEER's performance of its obligations to return
all or a portion of these funds; NEER's right of first refusal may
adversely affect XPLR's ability to consummate future sales or to
obtain favorable sale terms; XPLR Infrastructure Partners GP, Inc.
(XPLR GP) and its affiliates may have conflicts of interest with
XPLR and have limited duties to XPLR and its unitholders;
XPLR GP and its affiliates and the directors and officers of
XPLR are not restricted in their ability to compete with XPLR,
whose business is subject to certain restrictions; XPLR may only
terminate the Management Services Agreement among XPLR, NextEra
Energy Management Partners, LP (NEE Management), XPLR OpCo and XPLR
Infrastructure Operating Partners GP, LLC under certain limited
circumstances; if certain agreements with NEE Management or NEER
are terminated, XPLR may be unable to contract with a substitute
service provider on similar terms; XPLR's arrangements with NEE
limit NEE's potential liability, and XPLR has agreed to indemnify
NEE against claims that it may face in connection with such
arrangements, which may lead NEE to assume greater risks when
making decisions relating to XPLR than it otherwise would if acting
solely for its own account; disruptions, uncertainty or volatility
in the credit and capital markets, and in XPLR's operations,
business and financing strategies, may exert downward pressure on
the market price of XPLR's common units; XPLR may not make any
distributions in the future to its unitholders as a result of the
execution of its business plan; XPLR's ability to execute its
business plan depends on the ability of XPLR OpCo's subsidiaries to
make cash distributions to XPLR OpCo; holders of XPLR's units may
be subject to voting restrictions; XPLR's partnership agreement
replaces the fiduciary duties that XPLR GP and XPLR's directors and
officers might have to holders of its common units with contractual
standards governing their duties and the New York Stock Exchange
does not require a publicly traded limited partnership like XPLR to
comply with certain of its corporate governance requirements;
XPLR's partnership agreement restricts the remedies available to
holders of XPLR's common units for actions taken by XPLR's
directors or XPLR GP that might otherwise constitute breaches of
fiduciary duties; certain of XPLR's actions require the consent of
XPLR GP; holders of XPLR's common units currently cannot remove
XPLR GP without NEE's consent and provisions in XPLR's partnership
agreement may discourage or delay an acquisition of XPLR that XPLR
unitholders may consider favorable; NEE's interest in XPLR GP and
the control of XPLR GP may be transferred to a third party without
unitholder consent; reimbursements and fees owed to XPLR GP and its
affiliates for services provided to XPLR or on XPLR's behalf will
reduce cash distributions from XPLR OpCo and there are no limits on
the amount that XPLR OpCo may be required to pay; the liability of
holders of XPLR's units, which represent limited partnership
interests in XPLR, may not be limited if a court finds that
unitholder action constitutes control of XPLR's business;
unitholders may have liability to repay distributions that were
wrongfully distributed to them; the issuance of common units, or
other limited partnership interests, or securities convertible
into, or settleable with, common units, and any subsequent
conversion or settlement, will dilute common unitholders' ownership
in XPLR, will impact the relative voting strength of outstanding
XPLR common units and issuance of such securities, or the
possibility of issuance of such securities, as well as the resale,
or possible resale following conversion or settlement, may result
in a decline in the market price for XPLR's common units; XPLR's
future tax liability may be greater than expected if XPLR does not
generate net operating losses (NOLs) sufficient to offset taxable
income, if the tax law changes, or if tax authorities challenge
certain of XPLR's tax positions; XPLR's ability to use NOLs to
offset future income may be limited; XPLR will not have complete
control over XPLR's tax decisions; and distributions to unitholders
may be taxable as dividends. XPLR discusses these and other risks
and uncertainties in its annual report on Form 10-K for the year
ended December 31, 2024 and other
Securities and Exchange Commission (SEC) filings, and this news
release should be read in conjunction with such SEC filings made
through the date of this news release. The forward-looking
statements made in this news release are made only as of the date
of this news release and XPLR undertakes no obligation to update
any forward-looking statements.
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SOURCE XPLR Infrastructure, LP
