xplr-20250922false000160314500016031452025-09-222025-09-22
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of earliest event reported: September 22, 2025
| | | | | | | | | | | | | | |
Commission File Number | | Exact name of registrant as specified in its
charter, address of principal executive offices and
registrant's telephone number | | IRS Employer Identification Number |
| 1-36518 | | XPLR INFRASTRUCTURE, LP | | 30-0818558 |
700 Universe Boulevard
Juno Beach, Florida 33408
(561) 694-4000
State or other jurisdiction of incorporation or organization: Delaware
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
| Title of each class | | Trading Symbol | | Name of exchange
on which registered |
Common Units | | XIFR | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
SECTION 2 – FINANCIAL INFORMATION
Item 2.01 Completion of Acquisition or Disposition of Assets
On September 22, 2025, Meade Pipeline Investment, LLC, Redwood Midstream, LLC and River Road Interests LLC (the sellers), all indirect subsidiaries of XPLR Infrastructure, LP (XPLR), completed the sale of the sellers' interests in Meade Pipeline Co, LLC (Meade), which owned an investment in natural gas pipeline assets in Pennsylvania, and Redwood Meade Midstream MPC, LLC, which owned a 15% interest in Meade, to APC Holdings II, L.P. and ACI Meade Member, LLC, affiliates of funds managed or advised by Ares Management LLC or one of its affiliates under the previously disclosed purchase and sale agreement dated August 7, 2025. XPLR received total cash consideration of approximately $1.1 billion.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01. Financial Statements and Exhibits.
(b) Pro Forma Financial Information.
Unaudited pro forma consolidated statements of income and balance sheet (pro forma financial statements) of XPLR to illustrate the effect of the sale of the Meade pipeline investment for the years ended December 31, 2024, 2023 and 2022, and as of and for the six months ended June 30, 2025 are filed as Exhibit 99.1 to this Current Report on Form 8-K and are incorporated herein by reference.
(d) Exhibits.
| | | | | | | | |
Exhibit
Number | | Description |
| 99.1 | | |
| 101 | | Interactive data files for this Form 8-K formatted in Inline XBRL |
| 104 | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: September 24, 2025
| | |
| XPLR INFRASTRUCTURE, LP |
| (Registrant) |
|
|
|
| WILLIAM J. GOUGH |
| William J. Gough |
| Controller |
| (Principal Accounting Officer) |
Introduction
The unaudited pro forma consolidated statements of income and balance sheet (pro forma financial statements) are derived from the historical consolidated financial statements of XPLR Infrastructure, LP (XPLR) and XPLR Infrastructure Pipeline Holdings, LLC, an indirect subsidiary of XPLR that indirectly owned an investment in natural gas pipeline assets in Pennsylvania (Meade pipeline investment), to illustrate the effect of the September 22, 2025 sale of the Meade pipeline investment. The pro forma financial statements are based on, and should be read in conjunction with, the consolidated financial statements of XPLR included in XPLR's Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission (SEC). The pro forma financial statements are also based on, and should be read in conjunction with, the consolidated financial statements of XPLR included in XPLR's Quarterly Report on Form 10-Q for the six months ended June 30, 2025 filed with the SEC.
The historical consolidated financial statements have been adjusted in the pro forma financial statements to give effect to transaction accounting adjustments that reflect the disposal of the Meade pipeline investment and exclude historical discontinued operations in 2023 and 2022. The pro forma financial statements have been derived by the application of transaction accounting adjustments to the historical consolidated financial statements of XPLR. The unaudited pro forma consolidated statements of income for the years ended December 31, 2024, 2023 and 2022 and for the six months ended June 30, 2025 give effect to the sale of the Meade pipeline investment, which will be accounted for as discontinued operations, as if it had occurred on January 1, 2022. Since the unaudited pro forma consolidated statements of income only include continuing operations, the estimated gain on sale is not included in any period presented. The unaudited pro forma consolidated balance sheet as of June 30, 2025 gives effect to the sale of the Meade pipeline investment as if it had occurred on June 30, 2025.
The sale of the Meade pipeline investment is subject to closing adjustments that have not yet been finalized. Accordingly, the transaction accounting adjustments are preliminary, and have been made solely for the purpose of providing pro forma financial statements as required by the SEC rules. Differences between these preliminary estimates and the final sale accounting may be material. The pro forma financial statements have been presented for informational purposes only and are not necessarily indicative of what the results of operations and financial position would have been had the sale of the Meade pipeline investment been completed on the dates indicated, nor are they necessarily indicative of future results of operations or financial position.
XPLR INFRASTRUCTURE, LP
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME
(millions, except per unit amounts)
| | | | | | | | | | | | | | | | | |
| Six months ended June 30, 2025 |
| XPLR Historical | | Transaction Accounting Adjustments | | XPLR Pro Forma |
| OPERATING REVENUES | $ | 624 | | | $ | — | | | $ | 624 | |
| OPERATING EXPENSES | | | | | |
| Operations and maintenance | 212 | | | — | | | 212 | |
| Depreciation and amortization | 277 | | | — | | | 277 | |
| Goodwill impairment charge | 253 | | | — | | | 253 | |
| Taxes other than income taxes and other – net | 37 | | | — | | | 37 | |
| Total operating expenses – net | 779 | | | — | | | 779 | |
| GAINS ON DISPOSAL OF BUSINESSES/ASSETS – NET | 12 | | | — | | | 12 | |
| OPERATING LOSS | (143) | | | — | | | (143) | |
| OTHER INCOME (DEDUCTIONS) | | | | | |
| Interest expense | (290) | | | 40 | | (a) | (250) | |
| Equity in earnings of equity method investees | 48 | | | — | | (a) | 48 | |
| Equity in losses of non-economic ownership interests | (3) | | | — | | | (3) | |
| Other – net | 10 | | | — | | | 10 | |
| Total other income (deductions) – net | (235) | | | 40 | | | (195) | |
| LOSS BEFORE INCOME TAXES | (378) | | | 40 | | | (338) | |
| INCOME TAXES | (86) | | | 6 | | (b) | (80) | |
| NET LOSS | (292) | | | 34 | | | (258) | |
| NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS | 273 | | | (16) | | (c) | 257 | |
| NET LOSS ATTRIBUTABLE TO XPLR | $ | (19) | | | $ | 18 | | | $ | (1) | |
| | | | | |
| Loss per common unit attributable to XPLR – basic | $ | (0.20) | | | $ | 0.19 | | | $ | (0.01) | |
Loss per common unit attributable to XPLR – assuming dilution | $ | (0.20) | | | $ | 0.19 | | | $ | (0.01) | |
Weighted-average number of common units outstanding – basic | 93.8 | | — | | 93.8 |
Weighted-average number of common units outstanding – assuming dilution | 93.8 | | — | | 93.8 |
XPLR INFRASTRUCTURE, LP
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME
(millions, except per unit amounts)
| | | | | | | | | | | | | | | | | |
| Year ended December 31, 2024 |
| XPLR Historical | | Transaction Accounting Adjustments | | XPLR Pro Forma |
| OPERATING REVENUES | $ | 1,230 | | | $ | — | | | $ | 1,230 | |
| OPERATING EXPENSES | | | | | |
| Operations and maintenance | 504 | | | — | | | 504 | |
| Depreciation and amortization | 550 | | | — | | | 550 | |
| Goodwill impairment charge | 575 | | | — | | | 575 | |
| Taxes other than income taxes and other – net | 73 | | | — | | | 73 | |
| Total operating expenses – net | 1,702 | | | — | | | 1,702 | |
| GAINS ON DISPOSAL OF BUSINESSES/ASSETS – NET | 13 | | | — | | | 13 | |
| OPERATING LOSS | (459) | | | — | | | (459) | |
| OTHER INCOME (DEDUCTIONS) | | | | | |
| Interest expense | (170) | | | 25 | | (a) | (145) | |
| Equity in earnings of equity method investees | 107 | | | (22) | | (a) | 85 | |
| Equity in earnings of non-economic ownership interests | 18 | | | — | | | 18 | |
| Other – net | 47 | | | — | | | 47 | |
| Total other income (deductions) – net | 2 | | | 3 | | | 5 | |
| LOSS BEFORE INCOME TAXES | (457) | | | 3 | | | (454) | |
| INCOME TAXES | (46) | | | 4 | | (b) | (42) | |
| NET LOSS | (411) | | | (1) | | | (412) | |
| NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS | 388 | | | 12 | | (c) | 400 | |
| NET LOSS ATTRIBUTABLE TO XPLR | $ | (23) | | | $ | 11 | | | $ | (12) | |
| | | | | |
| Loss per common unit attributable to XPLR – basic | $ | (0.25) | | | $ | 0.12 | | | $ | (0.13) | |
Loss per common unit attributable to XPLR – assuming dilution | $ | (0.25) | | | $ | 0.12 | | | $ | (0.13) | |
Weighted-average number of common units outstanding – basic | 93.5 | | — | | 93.5 |
Weighted-average number of common units outstanding – assuming dilution | 93.5 | | — | | 93.5 |
XPLR INFRASTRUCTURE, LP
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME
(millions, except per unit amounts)
| | | | | | | | | | | | | | | | | |
| Year ended December 31, 2023 |
| XPLR Historical | | Transaction Accounting Adjustments | | XPLR Pro Forma |
| OPERATING REVENUES | $ | 1,078 | | | $ | — | | | $ | 1,078 | |
| OPERATING EXPENSES | | | | | |
| Operations and maintenance | 520 | | | — | | | 520 | |
| Depreciation and amortization | 521 | | | — | | | 521 | |
| Goodwill impairment charge | — | | | — | | | — | |
| Taxes other than income taxes and other – net | 65 | | | — | | | 65 | |
| Total operating expenses – net | 1,106 | | | — | | | 1,106 | |
| GAINS ON DISPOSAL OF BUSINESSES/ASSETS – NET | — | | | — | | | — | |
| OPERATING LOSS | (28) | | | — | | | (28) | |
| OTHER INCOME (DEDUCTIONS) | | | | | |
| Interest expense | (394) | | | 49 | | (a) | (345) | |
| Equity in earnings of equity method investees | 152 | | | (71) | | (a) | 81 | |
| Equity in earnings of non-economic ownership interests | 4 | | | — | | | 4 | |
| Other – net | 9 | | | — | | | 9 | |
| Total other income (deductions) – net | (229) | | | (22) | | | (251) | |
| LOSS BEFORE INCOME TAXES | (257) | | | (22) | | | (279) | |
| INCOME TAXES | (25) | | | — | | (b) | (25) | |
| NET LOSS FROM CONTINUING OPERATIONS | (232) | | | (22) | | | (254) | |
| NET LOSS FROM CONTINUING OPERATIONS ATTRIBUTABLE TO NONCONTROLLING INTERESTS | 263 | | | 23 | | (c) | 286 | |
| NET INCOME FROM CONTINUING OPERATIONS ATTRIBUTABLE TO XPLR | $ | 31 | | | $ | 1 | | | $ | 32 | |
| | | | | |
| Earnings from continuing operations per common unit attributable to XPLR – basic | $ | 0.34 | | | $ | 0.01 | | | $ | 0.35 | |
Earnings from continuing operations per common unit attributable to XPLR – assuming dilution | $ | 0.34 | | | $ | 0.01 | | | $ | 0.35 | |
Weighted-average number of common units outstanding – basic | 91.6 | | — | | 91.6 |
Weighted-average number of common units outstanding – assuming dilution | 91.6 | | — | | 91.6 |
XPLR INFRASTRUCTURE, LP
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME
(millions, except per unit amounts)
| | | | | | | | | | | | | | | | | |
| Year ended December 31, 2022 |
| XPLR Historical | | Transaction Accounting Adjustments | | XPLR Pro Forma |
| OPERATING REVENUES | $ | 969 | | | $ | — | | | $ | 969 | |
| OPERATING EXPENSES | | | | | |
| Operations and maintenance | 527 | | | — | | | 527 | |
| Depreciation and amortization | 394 | | | — | | | 394 | |
| Goodwill impairment charge | — | | | — | | | — | |
| Taxes other than income taxes and other – net | 40 | | | — | | | 40 | |
| Total operating expenses – net | 961 | | | — | | | 961 | |
| GAINS ON DISPOSAL OF BUSINESSES/ASSETS – NET | 36 | | | — | | | 36 | |
| OPERATING INCOME | 44 | | | — | | | 44 | |
| OTHER INCOME (DEDUCTIONS) | | | | | |
| Interest expense | 848 | | | (96) | | (a) | 752 | |
| Equity in earnings of equity method investees | 177 | | | (73) | | (a) | 104 | |
| Equity in earnings of non-economic ownership interests | 56 | | | — | | | 56 | |
| Other – net | 5 | | | — | | | 5 | |
| Total other income (deductions) – net | 1,086 | | | (169) | | | 917 | |
| INCOME BEFORE INCOME TAXES | 1,130 | | | (169) | | | 961 | |
| INCOME TAXES | 161 | | | (16) | | (b) | 145 | |
| NET INCOME FROM CONTINUING OPERATIONS | 969 | | | (153) | | | 816 | |
| NET INCOME FROM CONTINUING OPERATIONS ATTRIBUTABLE TO NONCONTROLLING INTERESTS | (524) | | | 103 | | (c) | (421) | |
| NET INCOME FROM CONTINUING OPERATIONS ATTRIBUTABLE TO XPLR | $ | 445 | | | $ | (50) | | | $ | 395 | |
| | | | | |
| Earnings from continuing operations per common unit attributable to XPLR – basic | $ | 5.24 | | | $ | (0.59) | | | $ | 4.65 | |
Earnings from continuing operations per common unit attributable to XPLR – assuming dilution | $ | 5.24 | | | $ | (0.59) | | | $ | 4.65 | |
Weighted-average number of common units outstanding – basic | 84.9 | | — | | 84.9 |
Weighted-average number of common units outstanding – assuming dilution | 84.9 | | — | | 84.9 |
XPLR INFRASTRUCTURE, LP
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
(millions)
| | | | | | | | | | | | | | | | | |
| As of June 30, 2025 |
| XPLR Historical | | Transaction Accounting Adjustments | | XPLR Pro Forma |
| ASSETS | | | | | |
| Current assets: | | | | | |
| Cash and cash equivalents | $ | 880 | | | $ | 152 | | (d) | $ | 1,032 | |
| Accounts receivable | 148 | | | — | | | 148 | |
| Other receivables | 90 | | | — | | | 90 | |
| Due from related parties | 93 | | | — | | | 93 | |
| Inventory | 100 | | | — | | | 100 | |
| Other | 145 | | | (19) | | (e) | 126 | |
| Total current assets | 1,456 | | | 133 | | | 1,589 | |
| Other assets: | | | | | |
| Property, plant and equipment – net | 14,871 | | | — | | | 14,871 | |
| Intangible assets – PPAs – net | 1,733 | | | — | | | 1,733 | |
| Goodwill | — | | | — | | | — | |
| Investments in equity method investees | 1,753 | | | (1,108) | | (f) | 645 | |
| Other | 683 | | | (50) | | (e) | 633 | |
| Total other assets | 19,040 | | | (1,158) | | | 17,882 | |
| TOTAL ASSETS | $ | 20,496 | | | $ | (1,025) | | | $ | 19,471 | |
| LIABILITIES AND EQUITY | | | | | |
| Current liabilities: | | | | | |
| Accounts payable and accrued expenses | $ | 60 | | | $ | — | | | $ | 60 | |
| Due to related parties | 598 | | | — | | | 598 | |
| Current portion of long-term debt | 1,026 | | | (16) | | (e) | 1,010 | |
| Accrued interest | 88 | | | — | | | 88 | |
| Accrued property taxes | 30 | | | — | | | 30 | |
| Other | 93 | | | — | | | 93 | |
| Total current liabilities | 1,895 | | | (16) | | | 1,879 | |
| Other liabilities and deferred credits: | | | | | |
| Long-term debt | 5,608 | | | (806) | | (e) | 4,802 | |
| Asset retirement obligations | 375 | | | — | | | 375 | |
| Due to related parties | 44 | | | — | | | 44 | |
| Intangible liabilities – PPAs – net | 1,077 | | | — | | | 1,077 | |
| Other | 226 | | | — | | | 226 | |
| Total other liabilities and deferred credits | 7,330 | | | (806) | | | 6,524 | |
| TOTAL LIABILITIES | 9,225 | | | (822) | | | 8,403 | |
| COMMITMENTS AND CONTINGENCIES | | | | | |
| EQUITY | | | | | |
| Common units (94.0 units issued and outstanding) | 3,200 | | | 6 | | (g) | 3,206 | |
| Accumulated other comprehensive loss | (6) | | | — | | | (6) | |
| Noncontrolling interests | 8,077 | | | (209) | | (h) | 7,868 | |
| TOTAL EQUITY | 11,271 | | | (203) | | | 11,068 | |
| TOTAL LIABILITIES AND EQUITY | $ | 20,496 | | | $ | (1,025) | | | $ | 19,471 | |
Notes to Pro Forma Financial Statements
Transaction Accounting Adjustments and Assumptions
The adjustments are based on currently available information and certain estimates and assumptions, and therefore the actual effects of these transactions will differ from the transaction accounting adjustments. A general description of these transactions and adjustments is provided as follows:
(a) Reflects the removal of interest expense associated with project-related debt and interest rate swaps and equity in earnings of equity method investees associated with the activities of the Meade pipeline investment. In 2025, equity in earnings relating to the Meade pipeline investment were not recognized as the investment was impaired in December 2024.
(b) Reflects the removal of income taxes associated with the Meade pipeline investment, project-related debt and noncontrolling membership interests in XPLR Infrastructure Pipelines, LLC (XPLR Pipelines) at the blended statutory rate.
(c) Reflects adjustments to net income (loss) attributable to noncontrolling interests based on the allocation of the transaction accounting adjustments.
(d) Reflects estimated net cash consideration from the sale of the Meade pipeline investment including approximately $1,113 million of cash consideration (comprised of $1,078 million expected base sales price at September 30, 2025 closing plus $35 million of expected third quarter 2025 monthly distributions to arrive at an estimated base sales price assuming a June 30, 2025 close) less $822 million to pay off project-related debt and $208 million relating to the final buyout of the remaining membership interests in XPLR Pipelines, partly offset by $69 million relating to the settlement of interest rate swaps on the project-related debt based on balances as of June 30, 2025.
(e) Reflects the payoff of outstanding borrowings at June 30, 2025 under three senior secured limited-recourse term loans and settlement of associated interest rate swaps.
(f) Reflects the removal of equity method investment associated with the Meade pipeline investment.
(g) Reflects XPLR's portion of the estimated after-tax gain that would have been recorded if the sale of the Meade pipeline investment closed on June 30, 2025.
(h) Reflects the noncontrolling interests of XPLR Pipelines of approximately $216 million which XPLR will buy out with the proceeds of the sale (cash buyout price is $208 million), partly offset by a noncontrolling interest's portion of the gain that would have been recorded if the sale of the Meade pipeline investment closed on June 30, 2025 of $7 million.
