NEP to acquire $805M wind/solar portfolio from NEER; OTPP invests $805M for Class B interests

XPLR Infrastructure, LP

Purchase agreement to acquire 49% controlling interest in Emerald Breeze (1.5 GW portfolio) and 100% of three operating wind projects (347 MW total) for ~$805M.
NEP will assume ~$1.5B in existing noncontrolling interests; acquisition expected to close by year-end 2022.
OTPP to invest $805M for 78% of Class B membership interests in NEP Renewables IV; NEP retains 22% and consolidates.
Initial funding of ~$645M in Q4 2022, final ~$160M by Q3 2023; NEP has buyout right with ~7% return to OTPP.
Projects include 1,029 MW Great Prairie Wind, 172 MW Appaloosa Run Wind, 111 MW Eight Point Wind, and 125 MW solar+storage Yellow Pine.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

XPLR Infrastructure, LP entered into purchase and sale agreement with NEP US SellCo, LLC, NEP US SellCo II, LLC, and ESI Energy, LLC valued at approximately $805 million (effective 2022-11-17).

Action: entry
Agreement: asset purchase
Counterparty: NEP US SellCo, LLC, NEP US SellCo II, LLC, and ESI Energy, LLC
Value: approximately $805 million
Effective: 2022-11-17

Exact text from the filing

On November 17, 2022, NextEra Energy Partners Acquisitions, LLC (NEP Acquisitions), an indirect subsidiary of NextEra Energy Partners, LP (NEP), entered into a purchase and sale agreement with NEP US SellCo, LLC, NEP US SellCo II, LLC (the seller) and ESI Energy, LLC, all of which are subsidiaries of NEER. Pursuant to the terms of the purchase and sale agreement, NEP Acquisitions agreed to acquire from the seller 100% of the Class A membership interests in Emerald Breeze Holdings, LLC (Emerald Breeze), which represents a 49% controlling ownership interest in Emerald Breeze, and 100% of the membership interests in two holding companies (Sac County Wind Holdings, LLC (Sac Holdings) and Elk City Scholes Holdings, LLC (ES Holdings)) that together own three operating wind projects for a total purchase price of approximately $805 million

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

XPLR Infrastructure, LP entered into membership interest purchase agreement with Ontario Teachers' Pension Plan Board (OTPP) valued at approximately $805 million (effective 2022-11-17).

Action: entry
Agreement: equity purchase
Counterparty: Ontario Teachers' Pension Plan Board (OTPP)
Value: approximately $805 million
Effective: 2022-11-17

Exact text from the filing

On November 17, 2022, NEP and two of its indirect subsidiaries, NEP Renewables IV, LLC (NEP Renewables IV) and NEP Renewables Holdings IV, LLC (NEP Renewables Holdings IV), entered into a membership interest purchase agreement (membership purchase agreement) with the Ontario Teachers' Pension Plan Board (OTPP), which is the Class B purchaser, for the purpose of financing the acquisition by NEP Acquisitions of the wind and solar-plus-storage projects described above and the recapitalization of certain NEP project companies owning six existing wind projects. OTPP has agreed to pay a total of approximately $805 million to NEP Renewables IV for 78% of the noncontrolling Class B membership interests of NEP Renewables IV

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XPLR Infrastructure, LP filing history →

Source: SEC EDGAR

accession 0001603145-22-000042

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