XPLR Infrastructure LP SEC Filings

Nomura Holdings, Inc. and Nomura Global Financial Products, Inc. filed Amendment No. 1 to Schedule 13G for XPLR Infrastructure, LP (XIFR), reporting 0.00 common units beneficially owned and 0% of the class as of 09/30/2025.

The cover pages show no sole or shared voting or dispositive power. The filers certify the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control.

XPLR Infrastructure, LP reported that its direct subsidiary, XPLR Infrastructure Operating Partners, LP, has priced $750 million in aggregate principal amount of senior unsecured notes due 2034. The notes were priced in a private offering that is exempt from the registration requirements of the Securities Act of 1933.

The company furnished a press release as Exhibit 99.1 with additional details. The update was disclosed under Item 8.01 (Other Events), indicating an informational announcement about this financing.

XPLR Infrastructure, LP filed an 8-K outlining financing actions and communications plans. The partnership announced a private offering of $750 million aggregate principal amount of senior unsecured notes due 2034 by its subsidiary, XPLR Infrastructure Operating Partners, LP. It also launched a cash tender offer for any and all of XPLR OpCo’s outstanding 3.875% senior notes due 2026.

Management plans to discuss pro forma adjusted EBITDA, free cash flow before growth (FCFBG), and HoldCo cash available for debt service (CADS) for the trailing twelve months ended September 30, 2025, reflecting the September 22, 2025 sale of natural gas pipeline assets in Pennsylvania. XPLR expects to restart earnings calls in 2026, beginning with results for the fourth quarter of 2025, with the call expected in February 2026. Reconciliations for non-GAAP measures are provided in an exhibit.

XPLR Infrastructure, LP reported third‑quarter results and significant portfolio changes. Revenue was $315 million versus $319 million a year ago. Operating income was $5 million, and net loss attributable to XPLR was $37 million for the quarter; for the nine months, net loss attributable to XPLR was $56 million, reflecting a $253 million non‑cash goodwill impairment recorded earlier in 2025 and higher interest expense of $344 million year‑to‑date.

In September, XPLR sold its Meade pipeline investment for approximately $1.1 billion. It used proceeds to repay about $823 million of related debt, buy the remaining $219 million Class B interests in XPLR Pipelines, and received $64 million from settling related interest rate contracts, recognizing a disposal gain of roughly $1 million. Liquidity improved with cash and cash equivalents at $711 million (vs. $283 million at year‑end). Total debt, including current maturities, was $5.86 billion; during 2025, XPLR issued $1.75 billion of senior unsecured notes at 8.375% (2031) and 8.625% (2033) and repurchased $182 million of 2020 convertible notes for $177 million. Cash from operations was $553 million year‑to‑date. Common units outstanding were 93,966,346 as of September 30, 2025.

XPLR Infrastructure, LP filed an 8-K stating it posted a news release announcing its third quarter 2025 financial results. The company furnished the release as Exhibit 99 under Item 2.02, and made it available on its website.

The filing also includes Inline XBRL exhibits: Exhibit 101 (interactive data files) and Exhibit 104 (cover page iXBRL). The registrant’s common units trade on the NYSE under the symbol XIFR.

XPLR Infrastructure, LP completed a sale of its interests in Meade Pipeline Co, LLC and related entities on September 22, 2025, receiving approximately $1.1 billion in cash. The sellers were indirect subsidiaries of XPLR and the buyers were APC Holdings II, L.P. and ACI Meade Member, LLC, affiliates of funds managed or advised by Ares Management LLC. The filing states unaudited pro forma consolidated statements of income and balance sheet are filed as Exhibit 99.1 to illustrate the effect of the sale for the years ended December 31, 2024, 2023 and 2022 and for the six months ended June 30, 2025.

Apollo-affiliated investors report ownership of 4,982,072 common units of XPLR Infrastructure, LP, representing 5.3% of the outstanding common units (based on 94,001,017 units outstanding as disclosed by the issuer). The reported interest is held with shared voting and shared dispositive power, and the filing lists numerous Apollo-managed funds, advisors and holding entities that collectively comprise the Reporting Persons.

The filing includes a certification that the securities were not acquired to change or influence control of the issuer and contains a joint filing agreement among the Reporting Persons. Several Apollo entities disclaim beneficial ownership beyond the record holdings reported.

On August 7, 2025, indirect subsidiaries of XPLR entered into a purchase and sale agreement to sell their interests in Meade Pipeline Co, LLC and the 15% interest held through Redwood Meade Midstream MPC, LLC to APC Holdings II, L.P. and ACI Meade Member, LLC, affiliates of funds managed or advised by Ares Management. The purchasers agreed to pay approximately $1.1 billion in cash, with the amount subject to adjustment for lease payments accrued at closing.

The transaction is expected to close by the end of the third quarter of 2025 and is conditioned on Hart-Scott-Rodino antitrust approval, repayment of project-level indebtedness and other customary closing conditions. The agreement includes customary representations, warranties, covenants and mutual indemnities. The full purchase and sale agreement is filed as Exhibit 2.1.