XPLR Infrastructure LP filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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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 | ||||||||||||
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of exchange on which registered | ||||||||||||
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 ☐
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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 | |||||||||||
| 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) | ||