XPLR Infrastructure LP filed SEC Form 8-K: Other Events, 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: March 20, 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 | ||||||||||||
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:
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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 8 - OTHER EVENTS
Item 8.01 Other Events
On March 20, 2025, XPLR issued a press release announcing the offering of $1,400 million in aggregate principal amount of XPLR Infrastructure Operating Partners, LP's senior unsecured notes, including senior unsecured notes due in 2031 and senior unsecured notes due in 2033 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.
On March 10, 2025, a federal securities class action lawsuit was filed in the U.S. District Court for the Southern District of Florida against XPLR Infrastructure, LP (XPLR) and certain former executives and certain current and former directors. The lawsuit sought unspecified damages, alleging that the defendants made false and misleading statements regarding XPLR's business model, arrangements relating to noncontrolling class B members' interests under certain limited liability company agreements to which XPLR and certain of its subsidiaries is a party and distributions. The alleged class included all persons or entities other than the defendants who purchased or otherwise acquired XPLR securities between January 26, 2021 and January 27, 2025. On March 13, 2025, the court dismissed the lawsuit without prejudice as a shotgun complaint and granted plaintiff the ability to refile an amended complaint. On March 14, 2025, the plaintiff filed a notice of voluntary dismissal which was granted on March 17, 2025 and the case was dismissed without prejudice and closed. We cannot provide assurance that the plaintiff will not refile.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit Number | Description | |||||||
| 99.1 | ||||||||
| 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: March 20, 2025
XPLR INFRASTRUCTURE, LP | |||||
| (Registrant) | |||||
| JAMES M. MAY | |||||
| James M. May Controller (Principal Accounting Officer) | |||||