---
schema_version: "secwatch.filing_event.v1"
accession: "0001603145-23-000056"
form_type: "8-K"
ticker: "XIFR"
cik: "0001603145"
company_name: "XPLR Infrastructure, LP"
filed_at: "2023-12-29T23:59:59+00:00"
generated_at: "2026-06-07T05:51:37.371115+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

# NextEra Energy Partners completes sale of Texas pipelines to Kinder Morgan for $1.815B

## Summary
- Sold Texas natural gas pipeline assets to Kinder Morgan subsidiary for total cash consideration of approximately $1.815 billion.
- NEP will recognize a gain on disposal; taxable gain allocated to NEE Equity via newly created Class P units of NEP OpCo.
- NEP OpCo LP agreement amended to create Class P units issued to NEE Equity for tax allocation purposes.
- Pro forma financials show removal of pipeline revenues; net income attributable to NEP reduced by ~$25M for nine months ended Sep 30, 2023.
- Cash proceeds used partly to pay off $376M project debt and buy out STX Midstream membership interests for $201M.

## SEC filing metadata
- accession: 0001603145-23-000056
- form_type: 8-K
- ticker: XIFR
- cik: 0001603145
- company_name: XPLR Infrastructure, LP
- filed_at: 2023-12-29T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 1.01, 2.01, 3.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1603145/000160314523000056/0001603145-23-000056-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1603145/000160314523000056/nep-20231227.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001603145-23-000056
- JSON: https://secwatch.observer/filing/0001603145-23-000056.json
- Plain text: https://secwatch.observer/filing/0001603145-23-000056.txt

## Key facts
- M&A Transactions
  XPLR Infrastructure, LP completed a disposition involving Kinder Morgan, Inc. for total cash consideration of approximately $1.815 billion (closed 2023-12-28).
  - Action: disposition
  - Counterparty: Kinder Morgan, Inc.
  - Consideration: total cash consideration of approximately $1.815 billion
  - Closing: 2023-12-28
  source text: to a subsidiary of Kinder Morgan, Inc. under the previously disclosed purchase and sale agreement dated November 6, 2023. NEP received total cash consideration of approximately $1.815 billion subject to post-closing working capital adjustments. As a result of this sale, NEP will recognize a gain on disposal of the Texas pipelines, which will be reflected in its
  evidence_url: https://www.sec.gov/Archives/edgar/data/1603145/000160314523000056/0001603145-23-000056-index.htm
- Material Agreements
  XPLR Infrastructure, LP amended NEP OpCo LP Agreement with NEE Equity (effective 2023-12-27).
  - Action: amendment
  - Counterparty: NEE Equity
  - Effective: 2023-12-27
  source text: The NEP OpCo LP Agreement was amended and restated on December 27, 2023 to create a new class of units of NEP OpCo (Class P units) which were issued to NEE Equity.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1603145/000160314523000056/0001603145-23-000056-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.