XPLR Infrastructure Launches Tender Offer to Repurchase 3.875% Senior Notes Due 2026

XIFR
November 12, 2025

XPLR Infrastructure, LP announced a cash tender offer for its 3.875% senior notes due 2026, with a purchase price of $997.10 per $1,000 principal. The offer expires on November 18, 2025 and settlement is scheduled for November 21, 2025. The tender is contingent on the company completing a concurrent bond offering of at least $750 million in new senior notes, a condition that ties the buyback to fresh debt financing.

The company’s debt load stands at $5.86 billion, a figure that has prompted a strategic shift toward reinvesting retained cash flows rather than distributing dividends. In the second quarter of 2025, XPLR reported an adjusted EBITDA of $557 million, beating consensus estimates of $545 million, yet it continues to operate with a negative net margin and a current ratio of 0.75. The sale of natural‑gas pipeline assets in September 2025 further reduced the balance sheet, but the company remains focused on strengthening its capital structure.

Repurchasing the notes at a discount reflects current market conditions, where higher interest rates have pushed the market value of existing debt below par. By buying back the notes, XPLR can lower its overall interest expense and improve free‑cash‑flow, supporting its self‑funding growth plan. The discount also signals that the company is willing to pay a premium to retire debt that may become more expensive if held to maturity.

The financing condition—issuing at least $750 million of new senior notes—provides the necessary liquidity for the buyback while extending the maturity profile of the company’s debt. This aligns with XPLR’s broader strategy to refinance near‑term maturities with longer‑dated debt, thereby reducing refinancing risk and potentially lowering the cost of capital.

The tender offer and new debt issuance together are expected to reduce the company’s leverage, improve its debt‑to‑equity profile, and free up cash that can be deployed into existing wind, solar, and battery‑storage assets. Management has indicated that it will suspend distributions to common unitholders, further preserving capital for reinvestment. XPLR also plans to resume earnings calls in 2026, beginning with the fourth‑quarter 2025 results, which should provide additional insight into the impact of these actions on its financial performance.

XPLR’s portfolio of clean‑energy infrastructure—spanning wind, solar, and battery storage across the United States—remains its core asset base. The company’s recent debt issuances in March 2025 ($1.75 billion) and December 2023 ($750 million) demonstrate its ability to access capital markets, while the current tender offer underscores its commitment to optimizing its capital structure in a high‑interest‑rate environment.

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