XIFR on NYSE

XPLR Infrastructure, LP

XPLR Infrastructure, LP is an electric services company, listed on NYSE (XIFR).1 It is headquartered in Juno Beach, Florida.1

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Last updated Oct 21, 2026.

Overview

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  • TickerXIFR on NYSE1
  • IndustryElectric Services1
  • HeadquartersJuno Beach, Florida1
  • Business address700 Universe Boulevard, Juno Beach, Fl 334082
  • Filer categoryLarge accelerated filer2

XPLR, through its ownership in XPLR OpCo, has a partial ownership interest in a clean energy infrastructure portfolio in the U.S. with approximately 10 gigawatts of net generating capacity in 28 states as of December 31, 2025 and is one of the largest generators of energy from the wind and sun in the U.S. based on 2025 MWh produced on a net generation basis. XPLR's portfolio is diversified across generation technologies including wind, solar and battery storage projects.4 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

-15.7%Operating margin5
-2.4%Net margin5
-3.4%Revenue growth, 20255
-0.3%Return on equity5
0.50×Debt to equity5
-$219.0MFree cash flow5

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Other costs93¢$1.1B
  • Income tax7¢$78.0M

Out of $1.2B in revenue.5 The company lost money this year.

Where each dollar of operating cash went, fiscal 2025

  • Capital spending100¢$958.0M

Out of $739.0M of cash from operations. Spending exceeded cash from operations; the rest came from savings or borrowing.5

Financial statements

Revenue67895$1.2B in 2025+39% since 2019
0$500.0M$1.0B$1.5B2019: $855.0M$855.0M20192020: $917.0M$917.0M2020+7%2021: $722.0M$722.0M2021−21%2022: $969.0M$969.0M2022+34%2023: $1.1B$1.1B2023+11%2024: $1.2B$1.2B2024+14%2025: $1.2B$1.2B2025−3%
Operating income67895-$186.0M in 2025
-$600.0M-$400.0M-$200.0M0$200.0M$400.0M2019: $233.0M$233.0M20192020: $253.0M$253.0M2020+9%2021: $64.0M$64.0M2021−75%2022: $44.0M$44.0M2022−31%2023: -$28.0M-$28.0M20232024: -$459.0M-$459.0M2024+1539%2025: -$186.0M-$186.0M2025−59%
Net income67895-$28.0M in 2025−68% since 2019
-$200.0M0$200.0M$400.0M$600.0M2019: -$88.0M-$88.0M20192020: -$55.0M-$55.0M2020−38%2021: $137.0M$137.0M20212022: $477.0M$477.0M2022+248%2023: $200.0M$200.0M2023−58%2024: -$23.0M-$23.0M20242025: -$28.0M-$28.0M2025+22%

Every line of the income statement as filed: the last 3 fiscal years, latest first.5

Period ending2025-12-312024-12-312023-12-31
Operations and maintenance(b)$498.0M$504.0M$520.0M
Depreciation and amortization$564.0M$550.0M$521.0M
Goodwill impairment charge$253.0M$575.0M$0
Taxes other than income taxes and other net$68.0M$73.0M$65.0M
Total operating expenses net$1.4B$1.7B$1.1B
GAINS ON DISPOSAL OF BUSINESSES/ASSETS NET$9.0M$13.0M$0
OPERATING LOSS-$186.0M-$459.0M-$28.0M
Interest expense-$437.0M-$145.0M-$345.0M
Equity in earnings of equity method investees$127.0M$85.0M$81.0M
Equity in earnings (losses) of non-economic ownership interests-$3.0M$18.0M$4.0M
Other net$22.0M$47.0M$9.0M
Total other income (deductions) net-$291.0M$5.0M-$251.0M
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest-$477.0M-$454.0M-$279.0M
INCOME TAX BENEFIT-$78.0M-$42.0M-$25.0M
LOSS FROM CONTINUING OPERATIONS-$399.0M-$412.0M-$254.0M
Loss from discontinued operations-$37.0M$1.0M$472.0M
NET INCOME (LOSS)-$436.0M-$411.0M$218.0M
Net Income (Loss) Attributable to Noncontrolling Interest$408.0M$388.0M-$18.0M
NET INCOME (LOSS) ATTRIBUTABLE TO XPLR-$28.0M-$23.0M$200.0M
Continuing operation, basic(in usd per share)-$0-$0$0
Discontinued operations, basic (in usd per share)-$0-$0$2
Earnings (loss) per common unit attributable to XPLR Infrastructure, LP - assuming dilution (usd per share)-$0.30-$0.25$2.18
Earnings Per Share, Basic, Assuming Dilution-$0.07-$0.13$0.35
Earnings Per Share, Basic, Assuming Dilution, Discontinued Operations-$0.23-$0.12$1.83
Earnings Per Share, Assuming Dilution-$0.30-$0.25$2.18
Revenues$1.2B$1.2B$1.1B

Compare XPLR Infrastructure, LP with another company

Corporate structure

XPLR Infrastructure, LP sits at the top of its group. 3 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of XPLR Infrastructure, LP

  • Anchorage Capital Advisors, L.P. Filed SCHEDULE 13G/A on XPLR Infrastructure, LP, latest Aug 14, 2026 (2 filings since Feb 17, 2026)
  • Adage Capital Management, L.P. Filed SCHEDULE 13G on XPLR Infrastructure, LP, latest Aug 12, 2026
  • Morgan Stanley Filed SCHEDULE 13G on XPLR Infrastructure, LP, latest May 15, 2026
  • Apollo Management Holdings GP, LLC Filed SCHEDULE 13G/A on XPLR Infrastructure, LP, latest Feb 13, 2026 (4 filings since Apr 22, 2025)
  • Nomura Holdings Filed SCHEDULE 13G/A on XPLR Infrastructure, LP, latest Nov 14, 2025 (2 filings since May 15, 2025)
  • BlackRock Filed SC 13G on XPLR Infrastructure, LP, latest Oct 18, 2024 (5 filings since Feb 11, 2022)
  • FMR LLC Filed SC 13G/A on XPLR Infrastructure, LP, latest Feb 9, 2024 (3 filings since Feb 9, 2022)
  • Neuberger Berman Filed SC 13G/A on XPLR Infrastructure, LP, latest Feb 15, 2023 (3 filings since Feb 14, 2022)
  • XPLR Infrastructure, LP Juno Beach, Florida
    • XPLR Infrastructure Operating Partners GP, LLC Subsidiary · Delaware, United States
    • XPLR Infrastructure Operating Partners, LP (a) Subsidiary · Delaware, United States

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What XPLR Infrastructure, LP reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$18.9B5 Dec 31, 2025$17.5B5 Dec 31, 2024+7.6%
Accumulated depreciation$3.5B5 Dec 31, 2025$3.0B5 Dec 31, 2024+17.7%
Property and equipment, net$15.4B5 Dec 31, 2025$14.6B5 Dec 31, 2024+5.6%
Finance-lease assets$34.0M5 Dec 31, 2025$45.0M5 Dec 31, 2024−24.4%
Operating-lease assets (leased space)$7.0M5 Dec 31, 2025$27.0M5 Dec 31, 2024−74.1%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$960.0M5 Dec 31, 2025$283.0M5 Dec 31, 2024+239.2%
Stakes in other companies (equity method)$625.0M5 Dec 31, 2025$631.0M5 Dec 31, 2024−1.0%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$05 Dec 31, 2025$253.0M5 Dec 31, 2024−100.0%

Inventory

ItemLatestA year beforeChange
Inventory, total$103.0M5 Dec 31, 2025$108.0M5 Dec 31, 2024−4.6%

Properties, in its own words

XPLR and its subsidiaries maintain properties consisting of clean generation projects; the principal properties are described in Item 1. Business, which description is incorporated herein by reference.

Character of Ownership

The rest of Item 2

Substantially all of XPLR's generation facilities are owned by XPLR subsidiaries and are currently subject to NEE Equity's approximately 51.2% noncontrolling limited partner interest in XPLR OpCo. In addition, NEER owns noncontrolling ownership interests in certain XPLR OpCo subsidiaries and third-party investors own noncontrolling interests in certain XPLR OpCo subsidiaries. See Item 1. Certain of the generation facilities are encumbered by liens securing various financings. Additionally, some of the generation facilities occupy or use real property that is not owned by XPLR subsidiaries, primarily through various easements, leases, rights-of-way, permits or licenses from private landowners or governmental entities.

Item 2 of the 10-K filed Feb 17, 2026.4

Leadership

Who has led XPLR Infrastructure, LP, and when. Pick a name to see everywhere that person has worked.

Board members and other officers (15)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • XPLR Infrastructure Operating Partners GP, LLC Delaware3
  • XPLR Infrastructure Operating Partners, LP (a) Delaware3

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • NextEra Energy Partners, LPMar 4, 2021 to Oct 24, 20242

Timeline

  1. Jul 28, 20268-K Results of operations36
  2. May 7, 20268-K Results of operations37
  3. Apr 10, 20268-K New debt or obligation38
  4. Apr 7, 20268-K Other events39
  5. Mar 27, 20268-K New debt or obligation; Regulation FD disclosure40
  6. Feb 10, 20268-K Entered a material agreement; Results of operations; New debt or obligation41
  7. Dec 19, 20258-K New debt or obligation; Regulation FD disclosure42
  8. Nov 21, 20258-K New debt or obligation43
  9. Nov 12, 20258-K Regulation FD disclosure; Other events44
  10. Nov 12, 20258-K Other events45
  11. Nov 4, 20258-K Results of operations46
  12. Sep 24, 20258-K Completed an acquisition or sale47
  13. Feb 6, 2025New chief executive Songyuan Alan Liu becomes CEO15
  14. Feb 23, 2023New chief executive John W. Ketchum becomes CEO16
  15. Jun 26, 2014New chief executive James L. Robo becomes CEO17

Calendar

Coming up

  1. Nov 3, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported ($0.37) a share, on Nov 4, 2025.48

When it reported results

  1. Jul 28, 2026Reported quarterly or annual results36
  2. May 7, 2026Reported quarterly or annual results37
  3. Feb 10, 2026Reported quarterly or annual results41
  4. Nov 4, 2025Reported quarterly or annual results46
  5. Aug 7, 2025Reported quarterly or annual results49
  6. May 8, 2025Reported quarterly or annual results50
  7. Jan 28, 2025Reported quarterly or annual results51
  8. Oct 23, 2024Reported quarterly or annual results52

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

216 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 59 major events, 58 insider forms, 21 large holders, 58 other. The latest 20:

  1. Aug 19, 2026EFFECT EDGAR
  2. Aug 14, 2026POS AM EDGAR
  3. Aug 14, 2026SCHEDULE 13G/A EDGAR
  4. Aug 12, 2026SCHEDULE 13G EDGAR
  5. Jul 28, 202610-Q EDGAR
  6. Jul 28, 20268-K EDGAR
  7. May 15, 2026SCHEDULE 13G EDGAR
  8. May 7, 202610-Q EDGAR
  9. May 7, 20268-K EDGAR
  10. May 7, 2026S-8 EDGAR
  11. Apr 10, 20268-K EDGAR
  12. Apr 7, 2026EFFECT EDGAR
  13. Apr 7, 20268-K EDGAR
  14. Apr 7, 2026424B5 EDGAR
  15. Apr 3, 2026CORRESP EDGAR
  16. Apr 2, 2026UPLOAD EDGAR
  17. Mar 27, 20268-K EDGAR
  18. Mar 27, 2026S-3 EDGAR
  19. Mar 26, 2026ARS EDGAR
  20. Mar 26, 2026DEFA14A EDGAR

The 216 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

1 open-market trades by officers, directors and large owners since October 2021: 1 buys and 0 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Apr 27, 2023Kind Peter HDirectorBuy1,750$56.89$99.6KForm 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Alan LiuPresident and Chief Executive Officer43$655.3K$2.4M61
2025Jessica GeoffroyChief Financial Officer39$331.9K$849.1K61

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Anchorage Capital Advisors, L.P.7,753,653$91.6M59.9%No change
Morgan Stanley7,257,405$85.7M0.0%+657,408
Adage Capital Partners Gp, L.l.c.6,380,000$75.3M0.1%+1,880,000
Two Sigma Investments, LP3,283,852$38.8M0.0%+733,614
Ripple Effect Asset Management LP2,767,955$32.7M19.3%+229,235
American Century Companies Inc2,399,379$28.3M0.0%+308,820
Yaupon Capital Management LP1,944,751$23.0M0.8%−189,036
Assenagon Asset Management S.A.1,744,878$20.6M0.0%+1,560,370
Prescott Group Capital Management, L.L.C.1,331,085$15.7M1.4%No change
Bank Of America Corp /de/1,199,927$14.2M0.0%+431,849
Algert Global LLC1,147,722$13.6M0.2%+92,777
Flax Pond Capital, LLC1,065,468$11.9M4.4%+482,384
Endure Capital Management, LLC993,541$11.7M7.6%−141,502
Rockefeller Capital Management L.P.890,357$10.5M0.0%+41,593
Goldman Sachs Group Inc870,586$10.3M0.0%+614,132
Cbre Investment Management Listed Real Assets LLC794,852$9.4M0.1%No change
Aberdeen Group plc761,053$9.0M0.0%+145,016
Arrowstreet Capital, Limited Partnership725,275$8.6M0.0%−368,358
Bnp Paribas Financial Markets718,169$8.5M0.0%+226,801
Indivisible Partners693,500$8.2M0.5%New
Voleon Capital Management LP666,638$7.9M0.1%+123,021
Jpmorgan Chase & Co664,354$7.9M0.0%−109,438
Vanguard Portfolio Management LLC634,883$7.5M0.0%−67,055
Connor, Clark & Lunn Investment Management Ltd.628,856$7.4M0.0%−209,558
Gamco Investors, Inc. Et Al600,035$7.1M0.1%−11,563

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How XPLR Infrastructure, LP is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARXPLR Infrastructure, LP1
  • CIK0001603145
  • Employer ID (EIN)30-08185584
  • Filer statusLarge accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company4
  • Incorporated inDelaware4
  • Fiscal year endsDecember 311
  • Industry code (SIC)4911 Electric Services1
  • SEC reviewing officeOffice of Energy & Transportation, Division of Corporation Finance1
  • Business address700 Universe Boulevard, Juno Beach, FL 334081
  • Phone561-694-46971
  • Shares outstanding94,272,795 as of Mar 31, 202610
  • Public float$748.0M as of Jun 30, 20254
  • AuditorDeloitte & Touche LLP, Boca Raton, Florida PCAOB ID 34; it also attests to the company’s internal control over financial reporting4
  • On EDGAR sinceApr 4, 20141
  • Filings577 in all: 8-K (159), 4 (124), SC 13G/A (53), 10-Q (37), 3 (22), SC 13G (22), CORRESP (19), EFFECT (17)1
    All 36 form types

    UPLOAD (15), 10-K (12), S-3 (11), 424B5 (10), DEF 14A (9), DEFA14A (9), 424B3 (5), POS AM (5), S-1/A (5), SCHEDULE 13G (5), SCHEDULE 13G/A (5), 8-K/A (4), ARS (4), S-3ASR (4), S-3/A (3), S-8 (3), 424B2 (2), DEF 14C (2), PRE 14C (2), 10-K/A (1), 4/A (1), 424B4 (1), 424B7 (1), 8-A12B (1), 8-A12B/A (1), CERTNYS (1), DRS (1), S-1 (1)

  • Latest filingsAnnual report (10-K) Feb 17, 2026
    Quarterly report (10-Q) Jul 28, 2026
    Proxy statement (DEF 14A) Mar 26, 2026
    Latest 8-K (8-K) Jul 28, 2026

Securities registered for trading

ClassSymbolExchange
Common unitsXIFRNew York Stock Exchange

From the cover page of the 10-K filed Feb 17, 2026 (Section 12(b) of the Exchange Act).4

Risk factors and legal proceedings

The risks XPLR Infrastructure, LP names in Item 1A of its 10-K filed Feb 17, 2026: 59 risks under these headings, as written.4

  • Performance Risks
  • XPLR's business and results of operations are affected by the performance of its renewable energy projects which could be impacted by wind and solar conditions and in certain circumstances by market prices for power.
  • Operation and maintenance of renewable energy projects, battery storage projects and other facilities involve significant risks that could result in unplanned power outages, reduced output or capacity, property damage, environmental pollution, personal injury or loss of life.
  • XPLR's business, financial condition, results of operations and prospects can be materially adversely affected by weather conditions and related impacts, including, but not limited to, the impact of severe weather.
  • XPLR depends on certain of the renewable energy projects in its portfolio for a substantial portion of its anticipated cash flows.
  • Developing and investing in power and related infrastructure, including repowering of XPLR's existing renewable energy projects, requires up-front capital and other expenditures and could expose XPLR to project development risks, as well as financing expense.
  • Threats of terrorism and catastrophic events that could result from geopolitical factors, terrorism, cyberattacks, or individuals and/or groups attempting to disrupt XPLR’s business, or the businesses of third parties, may materially adversely affect XPLR’s business, financial condition, results of operations, liquidity and ability to execute its business plan.
  • The ability of XPLR to obtain insurance and the terms of any available insurance coverage could be materially adversely affected by international, national, state or local events and company-specific events at XPLR or NEE, as well as the financial condition of insurers. XPLR's insurance coverage does not provide protection against all significant losses.
  • XPLR relies on interconnection and transmission of third parties to deliver energy from certain of its projects. If these facilities become unavailable, XPLR's projects may not be able to operate or deliver energy.
  • XPLR's business is subject to liabilities and operating restrictions arising from environmental, health and safety laws and regulations and other standards, compliance with which may require significant capital expenditures, increase XPLR’s cost of operations and affect or limit its business plans.
  • XPLR's business, financial condition, results of operations, liquidity and ability to execute its business plan could be materially adversely affected by new or revised laws, regulations or executive orders, as well as by regulatory action or inaction.
  • XPLR's use of and reliance on artificial intelligence (AI) technologies may present certain risks that could materially adversely affect XPLR’s business, financial condition, results of operations, liquidity and ability to execute its business plan.
The other 48 risks
  • XPLR does not own all of the land on which the projects in its portfolio are located and its use and enjoyment of the property may be adversely affected to the extent that there are any lienholders or land rights holders that have rights that are superior to XPLR's rights or the BLM suspends its federal rights-of-way grants.
  • XPLR is subject to risks associated with litigation or administrative proceedings, as well as negative publicity.
  • XPLR is subject to risks associated with its ownership interests in projects that undergo development or construction, including for repowering, and other capital improvements to its clean energy or other projects, which could result in its inability to complete development and construction at those projects on time or at all, and make those projects too expensive to complete or cause the return on an investment to be less than expected.
  • Contract Risks
  • XPLR relies on a limited number of customers and vendors and is exposed to credit and performance risk in that they may be unwilling or unable to fulfill their contractual obligations to XPLR or that they otherwise terminate their agreements with XPLR.
  • XPLR may not be able to extend, renew or replace expiring or terminated PPAs, lease agreement or other customer contracts at favorable rates or on a long-term basis and XPLR may not have the ability to amend existing PPAs for renewable energy repowering projects.
  • If the energy production by or availability of XPLR's clean energy projects is less than expected, they may not be able to satisfy minimum production or availability obligations under their PPAs.
  • Development and Acquisition Risks
  • XPLR's ability to develop and/or acquire assets involves risks.
  • Government laws, regulations and policies providing incentives and subsidies for clean energy could be changed, reduced or eliminated at any time and such changes may negatively impact XPLR and its ability to repower, acquire, develop or invest in clean energy and related projects.
  • XPLR's ability to develop projects, including repowering renewable energy projects, faces risks related to project siting, financing, construction, permitting, the environment, governmental approvals and the negotiation of project development agreements.
  • Acquisitions of existing clean energy projects involve numerous risks.
  • XPLR may develop or acquire assets that use other renewable energy technologies and may develop or acquire other types of assets. Any such development or acquisition may present unforeseen challenges and result in a competitive disadvantage relative to XPLR's more-established competitors.
  • Certain agreements which XPLR or its subsidiaries are parties to have provisions which may limit or preclude XPLR from engaging in specified change of control and similar transactions.
  • XPLR faces substantial competition primarily from regulated utility holding companies, developers, IPPs, pension funds and private equity funds for opportunities in the U.S.
  • Regulatory decisions that are important to XPLR may be materially adversely affected by political, regulatory, operational and economic factors.
  • Risks Related to XPLR's Financial Activities
  • XPLR may not be able to access sources of capital on commercially reasonable terms.
  • Restrictions in XPLR and its subsidiaries' financing agreements could adversely affect XPLR's business, financial condition, results of operations, liquidity and ability to execute its business plan.
  • XPLR may be unable to maintain its current credit ratings.
  • XPLR’s liquidity may be reduced if its credit providers are unable to fund their credit commitments to XPLR or to maintain their current credit ratings.
  • As a result of restrictions on XPLR's subsidiaries’ cash distributions to XPLR and XPLR OpCo under the terms of their indebtedness or other financing agreements, cash distributions received by XPLR and XPLR OpCo from their subsidiaries could be reduced or not received at all.
  • XPLR's and its subsidiaries’ substantial amount of indebtedness, which may increase, may adversely affect XPLR's ability to operate its business, and its failure to comply with the terms of its subsidiaries' indebtedness or refinance, extend or repay the indebtedness could have a material adverse effect on XPLR's financial condition.
  • XPLR is exposed to risks inherent in its use of interest rate swaps.
  • Widespread public health crises and epidemics or pandemics may have material adverse impacts on XPLR’s business, financial condition, results of operations, liquidity and ability to execute its business plan.
  • Risks Related to XPLR's Relationship with NEE
  • NEE has influence over XPLR.
  • Under the CSCS agreement, XPLR receives credit support from NEE and its affiliates. XPLR's subsidiaries may default under contracts or become subject to cash sweeps if credit support is terminated, if NEE or its affiliates fail to honor their obligations under credit support arrangements, or if NEE or another credit support provider ceases to satisfy creditworthiness requirements, and XPLR will be required in certain circumstances to reimburse NEE for draws that are made on credit support.
  • NEER and certain of its affiliates are permitted to borrow funds received by XPLR OpCo or its subsidiaries and are obligated to return these funds as needed to cover project costs and distributions or as demanded by XPLR OpCo. XPLR's financial condition and ability to execute its business plan is highly dependent on NEER’s performance of its obligations to return all or a portion of these funds.
  • NEER's right of first refusal may adversely affect XPLR's ability to consummate future sales or to obtain favorable sale terms.
  • XPLR GP and its affiliates may have conflicts of interest with XPLR and have limited duties to XPLR and its unitholders.
  • XPLR GP and its affiliates and the directors and officers of XPLR are not restricted in their ability to compete with XPLR, whose business is subject to certain restrictions.
  • XPLR may only terminate the MSA under certain limited circumstances.
  • If certain agreements with NEE Management or NEER are terminated, XPLR may be unable to contract with a substitute service provider on similar terms.
  • XPLR's arrangements with NEE limit NEE’s potential liability, and XPLR has agreed to indemnify NEE against claims that it may face in connection with such arrangements, which may lead NEE to assume greater risks when making decisions relating to XPLR than it otherwise would if acting solely for its own account.
  • Risks Related to Ownership of XPLR's Units
  • Disruptions, uncertainty or volatility in the credit and capital markets, and in XPLR's operations, business and financing strategies, may exert downward pressure on the market price of XPLR’s common units.
  • XPLR may not make any distributions in the future to its unitholders as a result of the execution of its business plan.
  • XPLR's ability to execute its business plan depends on the ability of XPLR OpCo's subsidiaries to make cash distributions to XPLR OpCo.
  • Holders of XPLR’s units may be subject to voting restrictions.
  • XPLR’s partnership agreement replaces the fiduciary duties that XPLR GP and XPLR’s directors and officers might have to holders of its common units with contractual standards governing their duties and the NYSE does not require a publicly traded limited partnership like XPLR to comply with certain of its corporate governance requirements.
  • XPLR’s partnership agreement restricts the remedies available to holders of XPLR's common units for actions taken by XPLR’s directors or XPLR GP that might otherwise constitute breaches of fiduciary duties.
  • Certain of XPLR’s actions require the consent of XPLR GP.
  • Holders of XPLR's common units currently cannot remove XPLR GP without NEE’s consent and provisions in XPLR's partnership agreement may discourage or delay an acquisition of XPLR that XPLR unitholders may consider favorable.
  • NEE’s interest in XPLR GP and the control of XPLR GP may be transferred to a third party without unitholder consent.
  • Reimbursements and fees owed to XPLR GP and its affiliates for services provided to XPLR or on XPLR's behalf will reduce cash distributions from XPLR OpCo and there are no limits on the amount that XPLR OpCo may be required to pay.
  • The liability of holders of XPLR's units, which represent limited partnership interests in XPLR, may not be limited if a court finds that unitholder action constitutes control of XPLR's business.
  • Unitholders may have liability to repay distributions that were wrongfully distributed to them.
  • The issuance of common units, or other limited partnership interests, or securities convertible into, or settleable with, common units, and any subsequent conversion or settlement, will dilute common unitholders’ ownership in XPLR, will impact the relative voting strength of outstanding XPLR common units and issuance of such securities, or the possibility of issuance of such securities, as well as the resale, or possible resale following conversion or settlement, may result in a decline in the market price for XPLR's common units.
  • Taxation Risks
  • XPLR's future tax liability may be greater than expected if XPLR does not generate net operating losses (NOLs) sufficient to offset taxable income, if the tax law changes, or if tax authorities challenge certain of XPLR's tax positions.
  • XPLR's ability to use NOLs to offset future income may be limited.
  • XPLR will not have complete control over XPLR's tax decisions.
  • Distributions to unitholders may be taxable as dividends.

Legal proceedings

See Note 16 – Legal Proceedings.

With regard to environmental proceedings to which a governmental authority is a party, XPLR's policy is to disclose any such proceeding if it is reasonably expected to result in monetary sanctions of greater than or equal to $1 million.

The opening of Item 3, Legal Proceedings.4

Sources

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