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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.