[8-K] XPLR Infrastructure, LP Reports Material Event

Rhea-AI Filing Summary

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.

Positive

• Approximately $1.1 billion in cash consideration agreed for the Meade pipeline interests, providing substantial liquidity if the deal closes
• Purchasers are affiliates of funds managed or advised by Ares Management, a recognized infrastructure investor
• Definitive purchase and sale agreement is filed as Exhibit 2.1, providing transparency on terms

Negative

• Closing is conditional on Hart-Scott-Rodino antitrust approval, which could delay or block the transaction
• Net proceeds are subject to adjustment for accrued lease payments and require repayment of project-level indebtedness at closing
• Mutual indemnities and customary reps/warranties may expose sellers to post-closing claims if breaches occur

Insights

M&A Specialist

TL;DR XPLR agreed to sell Meade pipeline interests for ~ $1.1B to Ares-managed fund affiliates; closing is time-bound but subject to regulatory and debt conditions.

The transaction transfers ownership of Meade-related assets to buyers affiliated with Ares Management for approximately $1.1 billion in cash, subject to an adjustment for accrued lease payments. The agreement contains standard reps, warranties, covenants and indemnities, which allocate risk between buyer and seller. Key closing conditions—Hart-Scott-Rodino approval and repayment of project-level indebtedness—create conditionality that could affect timing or net proceeds. The purchase agreement is attached as Exhibit 2.1.

Financial Analyst

TL;DR Material asset sale for cash proceeds of ~ $1.1B, but net proceeds and timing depend on debt repayment, lease adjustments and antitrust clearance.

From a financial perspective, the agreement represents a significant cash consideration that would convert asset interests into cash for XPLR if the sale closes. The stated price is subject to adjustment for accrued lease payments and conditioned on repayment of project-level indebtedness, which may reduce distributable or available proceeds. The requirement for HSR antitrust approval introduces regulatory timing risk. Investors should note the definitive agreement is filed as Exhibit 2.1 for full terms.

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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:  August 7, 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 1 – REGISTRANT'S BUSINESS AND OPERATIONS

Item 1.01 Entry into a Material Definitive Agreement

On August 7, 2025, Meade Pipeline Investment, LLC, Redwood Midstream, LLC and River Road Interests LLC (the sellers), all indirect subsidiaries of XPLR, entered into a purchase and sale agreement with APC Holdings II, L.P. and ACI Meade Member, LLC, affiliates of funds managed or advised by Ares Management LLC or one its affiliates (the purchasers). Pursuant to the terms of the purchase and sale agreement, the purchasers agreed to acquire all of sellers' interests in Meade Pipeline Co, LLC (Meade), which owns an investment in natural gas pipeline assets in Pennsylvania, and Redwood Meade Midstream MPC, LLC, which owns a 15% interest in Meade. The purchase and sale agreement contains customary representations, warranties and covenants by the parties. In addition, each of the parties is obligated, subject to certain limitations, to indemnify the others for certain customary and other specified matters, including breaches of representations and warranties, non-fulfillment or breaches of covenants and for certain liabilities and third-party claims. XPLR plans for the sale to close by the end of the third quarter of 2025 for total cash consideration of approximately $1.1 billion, subject to adjustment for lease payments accrued at the time of close. The transaction is subject to the receipt of Hart-Scott-Rodino antitrust approval, repayment of project-level indebtedness and satisfaction of customary closing conditions.

The foregoing description of the purchase and sale agreement is qualified in its entirety by the text of the purchase and sale agreement which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01  Financial Statements and Exhibits

(d)  Exhibits.

			Exhibit Number						Description
			2.1						Purchase and Sale Agreement by and among Meade Pipeline Investment, LLC, Redwood Midstream, LLC and River Road Interests LLC, as Sellers, APC Holdings II, L.P. and ACI Meade Member, LLC, as Buyers, and, solely for the Limited Purposes, XPLR Infrastructure Operating Partners, LP, dated as of August 7, 2025
			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:  August 11, 2025

XPLR INFRASTRUCTURE, LP

(Registrant)

WILLIAM J. GOUGH

William J. Gough

Controller

(Principal Accounting Officer)

FAQ

What did XIFR agree to sell?

XIFR's indirect subsidiaries agreed to sell their interests in Meade Pipeline Co, LLC and the interest held through Redwood Meade Midstream MPC, LLC (a 15% stake in Meade).

Who are the buyers in the XIFR transaction?

The buyers are APC Holdings II, L.P. and ACI Meade Member, LLC, affiliates of funds managed or advised by Ares Management.

How much is the purchase price in the XIFR sale?

The purchasers agreed to pay approximately $1.1 billion in cash, subject to adjustment for lease payments accrued at closing.

When is the sale expected to close and what conditions apply?

XIFR plans for the sale to close by the end of the third quarter of 2025, subject to Hart-Scott-Rodino antitrust approval, repayment of project-level indebtedness and customary closing conditions.

Where can I find the full agreement terms?

The purchase and sale agreement is filed as Exhibit 2.1 to the Current Report and is incorporated by reference.