XPLR launches $750M 2034 notes, tenders 3.875% 2026 debt

XPLR Infrastructure, LP filed an 8-K outlining financing actions and communications plans.

Rhea-AI Filing Summary

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.

Insights

Credit & Capital Structure Analyst

Refinancing move: new 2034 notes alongside tender for 2026s.

XPLR disclosed a private issuance of $750,000,000 senior unsecured notes due 2034 and a cash tender for any and all outstanding 3.875% notes due 2026. This pairing typically indicates a liability management strategy to address near-term maturities with longer-dated debt.

The filing notes management will discuss pro forma adjusted EBITDA, FCFBG, and CADS for the TTM ended September 30, 2025, illustrating the effect of the September 22, 2025 asset sale. These metrics, with provided reconciliations, help frame coverage relative to the capital structure.

Execution depends on market reception to the private notes and holder participation in the tender. The company also plans to restart earnings calls with Q4 2025 results in February 2026, which may offer additional detail on leverage and cash flows.

8-K Event Classification

3 items: 7.01, 8.01, 9.01

3 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did XIFR announce regarding new debt financing?

XPLR Infrastructure announced a private offering of $750 million aggregate principal amount of XPLR OpCo senior unsecured notes due 2034.

What action is XIFR taking on its 2026 notes?

XPLR OpCo launched a cash tender offer for any and all of its outstanding 3.875% senior notes due 2026.

Which financial metrics will management discuss?

Management plans to discuss pro forma adjusted EBITDA, FCFBG, and HoldCo CADS for the TTM ended September 30, 2025, with reconciliations provided.

When will XIFR resume earnings calls?

XPLR expects to restart earnings calls in 2026, beginning with Q4 2025 results, with the call expected in February 2026.

What recent transaction affects the pro forma metrics?

They reflect the September 22, 2025 sale of XPLR’s investment in natural gas pipeline assets in Pennsylvania.

Where can I find reconciliations for non-GAAP measures?

Reconciliations to the most directly comparable GAAP measures are included in Exhibit 99.2.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 11/12/2025 - 07:32 AM EST Learn about SEC filing dates

false000160314500016031452025-11-122025-11-12

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:  November 12, 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 7 – REGULATION FD

Item 7.01 Regulation FD Disclosure

On November 12, 2025, in connection with the private offering discussed in Item 8.01 of this current report on Form 8-K, members of XPLR Infrastructure, LP's (XPLR) senior management team plan to discuss, among other things, XPLR's 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 which illustrate the effect of the September 22, 2025 sale of XPLR's investment in natural gas pipeline assets in Pennsylvania. Furthermore, XPLR expects to restart earnings calls in 2026, beginning with the financial results for the fourth quarter of 2025 which earnings call is expected to be held in February of 2026. The reconciliation of the non-GAAP financial measures to the most directly comparable GAAP financial measures is attached as Exhibit 99.2.

Also on November 12, 2025, XPLR issued a press release announcing the launch of a cash tender offer by its direct subsidiary, XPLR Infrastructure Operating Partners, LP (XPLR OpCo) for any and all of XPLR OpCo’s outstanding 3.875% senior notes due 2026. A copy of the press release is attached as Exhibit 99.3 and incorporated herein by reference.

SECTION 8 – OTHER EVENTS

Item 8.01 Other Events

On November 12, 2025, XPLR issued a press release announcing the offering of $750 million in aggregate principal amount of XPLR OpCo's senior unsecured notes due in 2034, in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits

(d)  Exhibits.

Exhibit Number						Description
99.1						XPLR Infrastructure, LP News Release dated November 12, 2025 (announcing XPLR OpCo senior notes offering)
99.2						Reconciliation of net loss to adjusted EBITDA and free cash flow before growth (FCFBG) and Holdco cash available for debt service (CADS) for the trailing twelve months ended September 30, 2025 as adjusted
99.3						XPLR Infrastructure, LP News Release dated November 12, 2025 (announcing XPLR OpCo cash tender offer)
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:  November 12, 2025

XPLR INFRASTRUCTURE, LP

(Registrant)

WILLIAM J. GOUGH

William J. Gough

Controller

(Principal Accounting Officer)