#United States #Clean Energy #senior unsecured notes #Juno Beach #XPLR Infrastructure

XPLR Infrastructure, LP Announces $750 Million Offering of Senior Unsecured Notes

On November 12, 2025, XPLR Infrastructure, LP (NYSE: XIFR) revealed the pricing parameters of its recently announced private offering, totaling $750 million in senior unsecured notes. These notes feature a significant interest rate of 7.750% and fall due in 2034. The transaction is expected to finalize by November 21, 2025, contingent upon the customary closing conditions being met.

Financial Overview

The newly issued notes will mature on April 15, 2034 and will provide interest payable semi-annually at the established rate of 7.750%. Additionally, the offering will receive full and unconditional guarantees on a senior unsecured basis from XPLR Infrastructure, LP, alongside its direct subsidiary, XPLR Infrastructure US Partners Holdings, LLC.

Net proceeds from the note offering are projected to be approximately $740 million, after deducting initial purchasers’ discounts and commissions, as well as estimated offering expenses attributed to XPLR Infrastructure's operating partnership, XPLR OpCo. Such funds will primarily bolster XPLR's general funds.

Strategic Financing Plans

The capital raised from this offering is strategically earmarked to meet several financing objectives, including:

• - Paying cash for the proposed purchase of outstanding 3.875% senior notes due in October 2026—an undertaking that coincides with the current offering, essentially dubbed the tender offer.
• - Addressing accrued interest, premiums, fees, and related expenses linked to this refinancing activity.
• - Facilitating repayment of any existing debts of XPLR, including financing future refinancings and potentially investing in new business operations aimed at enhancing and diversifying its existing portfolio of clean energy assets.
• - Allocating capital toward investments in clean energy projects and other viable assets.

In response to immediate needs, XPLR OpCo may also opt to temporarily invest any unutilized funds in short-term financial instruments.

Compliance and Security Regulations

Importantly, the notes and their guarantees have not been registered under the Securities Act of 1933, thus they will only be offered to qualified institutional buyers and specific non-U.S. persons per the established regulations. These securities cannot be transferred unless appropriately registered or exempt from registration requirements.

A Look at XPLR Infrastructure, LP

Operating from Juno Beach, Florida, XPLR Infrastructure, LP is primarily engaged in clean energy infrastructure investments. The partnership recognizes the potential for significant long-term cash flows within the sector and remains devoted to the disciplined allocation of its capital. Furthermore, XPLR is poised to benefit from the anticipated expansion within the U.S. power market, thus solidifying its commitment to the development of renewable energy sources including wind, solar, and battery storage projects across the nation.

Risks and Forward-Looking Statements

It's crucial to acknowledge that certain statements in this release may be considered forward-looking and are subject to inherent risks and uncertainties. These assertions could involve deviations from anticipated operating and financial results, influenced significantly by factors beyond XPLR’s control. Specific risks that could result in substantial operational impact include:

• - Fluctuating performance of renewable energy projects affected by ecological conditions.
• - Various marketplace influences that might undermine revenue and cash flow projections.
• - Potential legal and regulatory challenges that might impede operational effectiveness.

XPLR Infrastructure addresses these risks comprehensively in its filings with the Securities and Exchange Commission (SEC) and further outlines its financial health, operational obligations, and growth potential. Stakeholders are encouraged to meticulously consider these factors when evaluating XPLR Infrastructure's future trajectory.