XPLR Infrastructure, LP Files 8-K with Material Agreements & Officer Changes

TL;DR

XPLR Infrastructure (fka NEP) dropped an 8-K: new deals, financial updates, exec changes, and bylaws tweaks. Keep an eye on this.

AI Summary

On January 23, 2025, XPLR Infrastructure, LP (formerly NextEra Energy Partners, LP) filed an 8-K report detailing several key events. These include entry into a material definitive agreement, updates on results of operations and financial condition, and changes related to directors and officers, including compensatory arrangements. The filing also notes amendments to articles of incorporation or bylaws and a change in fiscal year, alongside other events and financial exhibits.

Why It Matters

This 8-K filing provides crucial updates on XPLR Infrastructure, LP's corporate actions, financial status, and governance, which are important for investors to assess the company's current standing and future direction.

Risk Assessment

Risk Level: medium — The filing covers multiple significant corporate events including material agreements, financial results, and executive changes, which can introduce uncertainty and impact stock performance.

Key Players & Entities

• XPLR Infrastructure, LP (company) — Registrant
• NextEra Energy Partners, LP (company) — Former company name
• January 23, 2025 (date) — Earliest event reported date
• January 28, 2025 (date) — Filing date

FAQ

Key Financial Figures

• $400 million — nterests, estimated to be approximately $400 million as of December 18, 2030; and prior to
• $945 million — ase price estimated to be approximately $945 million as of June 12, 2025, in cash. To the
• $650,000 — salary is payable at an annual rate of $650,000 and his annual incentive plan target is
• $539,000 — lan having a target grant date value of $539,000 that will vest fully in February 2028,
• $561,000 — IP) having a target grant date value of $561,000 that will vest ratably over three years
• $330,000 — salary is payable at an annual rate of $330,000 and her annual incentive plan target is
• $58,800 — lan having a target grant date value of $58,800 that will vest fully in February 2028,
• $61,200 — TIP having a target grant date value of $61,200 that will vest ratably over three years
• $100,000 — eived a retention bonus consisting of a $100,000 cash payment that is subject to repayme

Filing Documents

• nep-20250123.htm (8-K) — 95KB
• exhibit31toxplrdated01x23x.htm (EX-3.1) — 881KB
• exhibit32toxplrdated01x23x.htm (EX-3.2) — 10KB
• exhibit33toxplrdated01x23x.htm (EX-3.3) — 12KB
• exhibit34toxplrdated01x23x.htm (EX-3.4) — 50KB
• exhibit101toxplrdated01x23.htm (EX-10.1) — 156KB
• exhibit102toxplrdated01x23.htm (EX-10.2) — 899KB
• exhibit103toxplrdated01x23.htm (EX-10.3) — 10KB
• nepq42024exhibit99.htm (EX-99) — 243KB
• nep-20250123_g1.jpg (GRAPHIC) — 185KB
• xplrlogotm_c1a.jpg (GRAPHIC) — 185KB
• 0001603145-25-000003.txt ( ) — 3526KB
• nep-20250123.xsd (EX-101.SCH) — 2KB
• nep-20250123_lab.xml (EX-101.LAB) — 22KB
• nep-20250123_pre.xml (EX-101.PRE) — 13KB
• nep-20250123_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On January 27, 2025, Genesis Solar Funding, LLC (XPLR Member), an indirect subsidiary of XPLR Infrastructure, LP (the Partnership or partnership), and KKR Genesis TL Borrower LLC, as a holder of Class B interests, and representative of the Class B interest holders, in Genesis Solar Holdings, LLC (Genesis Holdings), entered into a second amendment to the Third Amended and Restated Limited Liability Company Agreement of Genesis Holdings (as amended, the LLC Agreement), primarily to provide XPLR Member with the option, subject to conditions specified below, to extend the date until which it has the right to buy out all of the then remaining outstanding Class B interests in Genesis Holdings (Class B Interests) from December 17, 2030 to December 17, 2034 (extended buyout rights). If XPLR Member exercises the option for extended buyout rights and XPLR Member does not buy out a specified minimum amount of Class B Interests (each, a minimum buyout) prior to December 18 of each of 2030, 2031, 2032, 2033 and 2034 (each, a buyout deadline), the allocation of Genesis Holdings' cash flows between the holders of the Class B Interests and XPLR Member will flip to be allocated from 25% to 99% to the holders of the Class B Interests and 75% to 1% for the XPLR Member, until the date of any subsequent buyout deadline (1) for which the minimum buyout has been completed on or prior to such deadline and (2) prior to which all previous minimum buyouts have been completed (deadline date), provided, however, until the deadline date, 85% of the amounts distributable in respect of Class B Interests held by XPLR Member and its affiliates shall instead be distributed to the other holders of Class B Interests. The extended buyout rights may be exercised in cash or, subject to specified advance notice requirements, Partnership common units. Pursuant to the second amendment, XPLR Member will only be able to exercise extended buyout rights if

02 Results of Operations and Financial Condition

Item 2.02 Results of Operations and Financial Condition On January 28, 2025, the Partnership posted on its website a news release announcing, among other matters, fourth-quarter and full-year 2024 financial results for the Partnership. A copy of the news release is furnished as Exhibit 99, which is incorporated herein by reference. SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers (b) On January 27, 2025, the following individuals resigned as officers of the Partnership as part of management changes accompanying the Partnership's strategic repositioning: John W. Ketchum, Chief Executive Officer; Rebecca J. Kujawa, President; and Brian W. Bolster, Chief Financial Officer. In addition on that day James M. May resigned as Chief Accounting Officer of the Partnership, but Mr. May will continue to serve as Controller and, in such capacity, will continue to serve as the Partnership's principal accounting officer. (c) On January 27, 2025, also as part of management changes accompanying the Partnership's strategic repositioning, the Board of Directors of the Partnership (Board), following designation by NextEra Energy, Inc. (NextEra Energy), appointed: Alan Liu, age 42, as President and Chief Executive Officer of the Partnership effective on January 27, 2025. In such capacity, Mr. Liu serves as the Partnership's principal executive officer. Mr. Liu joined NextEra Energy in 2021. Prior to his most recent appointment, Mr. Liu served as Vice President of the Partnership from September 2024. From May 2022 to September 2024, he was Executive Director of Risk Management of NextEra Energy. From April 2021 to May 2022, Mr. Liu was a Senior Director in Corporate Development at NextEra Energy. Prior to joining NextEra Energy, Mr. Liu served with Goldman Sachs, a global investment banking, securities and investment managem

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year (a) On January 23, 2025, the Board approved a Certificate of Amendment to the Partnership's Certificate of Limited Partnership, and amendment and restatement of the Partnership's Agreement of Limited Partnership (in the form of a Sixth Amended and Restated Agreement of Limited Partnership), changing the name of the Partnership from NextEra Energy Partners, LP to XPLR Infrastructure, LP and making related changes. The amendments were effective on January 23, 2025. Also on January 23, 2025, the Board of Directors of NextEra Energy Partners GP, Inc., the general partner of the Partnership, approved amendment and restatement of the corporation's (1) Certificate of Incorporation, changing the corporation's name from NextEra Energy Partners GP, Inc. to XPLR Infrastructure Partners GP, Inc. (XPLR GP) and making related changes, and (2) Bylaws to reflect the name change and related changes. The amendments were effective on January 23, 2025. The foregoing description is qualified in its entirety by the text of the referenced instruments, copies of which are filed as Exhibits 3.1, 3.2, 3.3 and 3.4 to this report and incorporated by reference herein. SECTION 8 - OTHER EVENTS

01 Other Events

Item 8.01 Other Events (a) On January 27, 2025, the Board of Directors of XPLR GP approved a Certificate of Amendment to the Certificate of Limited Partnership of NextEra Energy Operating Partners, LP (NEP OpCo), and amendment and restatement of the NEP OpCo's Agreement of Limited Partnership (in the form of a Fifth Amended and Restated Agreement of Limited Partnership), changing the name of NEP OpCo from NextEra Energy Operating Partners, LP to XPLR Infrastructure Operating Partners, LP and making related changes. The amendments were effective on January 27, 2025. The foregoing description is qualified in its entirety by the text of the referenced instruments, copies of which are filed as Exhibits 10.2 and 10.3 to this report and incorporated by reference herein. (b) The following risk factors are filed herewith: Developing and investing in power and related infrastructure, including repowering of its existing renewable energy projects, requires up-front capital and other expenditures and could expose the partnership to project development risks, as well as financing expense. The partnership expects to pursue repowering of its existing renewable energy projects and may, in the future, pursue other development opportunities. Repowering and development of assets involve regulatory, environmental, construction, safety, political and legal uncertainties and may require the expenditure of significant amounts of capital. These projects may not be completed on schedule, at the budgeted cost or at all. There may be cost overruns and construction difficulties. In addition, the partnership may be required to pay liquidated damages to counterparties if a project does not achieve commercial operations before a specified date that the parties, have agreed or may agree upon in advance. Any cost overruns the partnership experiences or liquidated damages the partnership pays could have a material adverse effect on the partnership's business, financial condition, results

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View this 8-K filing on SEC EDGAR