XPLR INFRASTRUCTURE OPERATING PARTNERS, LP

OFFER TO PURCHASE

for Cash Any and All of its Outstanding
3.875% Senior Notes due 2026
(CUSIP Nos. 65342Q AL6 (144A) / U6500T AG0 (Reg. S))
(ISINs US65342QAL68 (144A) / USU6500TAG05 (Reg. S))


The Offer (as defined below) will expire at 5:00 p.m., New York City time, on November 18, 2025, unless extended or earlier terminated by the Offeror (as defined below) in its sole discretion (such time, as the same may be extended or earlier terminated, the “Expiration Time”). Tendered Notes may be withdrawn at any time at or prior to the Expiration Time.

XPLR INFRASTRUCTURE OPERATING PARTNERS, LP (formerly known as NextEra Energy Operating Partners, LP and referred to herein as the “Offeror”), hereby offers to purchase for cash any and all of its outstanding 3.875% Senior Notes due 2026, (CUSIP Nos. 65342Q AL6 (144A) / U6500T AG0 (Reg. S)) (ISINs US65342QAL68 (144A) / USU6500TAG05 (Reg. S)) (the “Notes”), from holders thereof (each, a “Holder” and collectively, the “Holders”), at the price set forth below, upon the terms and subject to the conditions set forth in this Offer to Purchase (as it may be amended or supplemented from time to time, this “Statement”), the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal”) and the Notice of Guaranteed Delivery (as it may be amended or supplemented from time to time, the “Notice of Guaranteed Delivery”, together with this Statement and the Letter of Transmittal, the “Offer”). As of November 11, 2025, $500,000,000 aggregate principal amount of Notes were outstanding.

Notes

CUSIP Numbers

ISINs

Principal Amount Outstanding as of November 11, 2025

Notes Consideration(1)


3.875% Senior Notes due 2026


65342Q AL6 (144A)
U6500T AG0 (Reg. S)


US65342QAL68 (144A)
USU6500TAG05 (Reg. S)


$500,000,000


$997.10

_______________________________________________________________________________________________________
Per $1,000 principal amount of Notes and excluding accrued and unpaid interest. Holders will receive in cash an amount equal to accrued and unpaid interest up to, but not including, the Settlement Date in addition to the Notes Consideration (as defined below).

To view copies of the Offer to Purchase documents please click on the links below

Offer to Purchase

Letter of Transmittal

Notice of Guaranteed Delivery


Questions, requests for assistance and requests for additional copies of this Statement, the related Letter of Transmittal and the Notice of Guaranteed Delivery may be directed to the Information Agent or the Dealer Manager at their address set forth below.

The Information Agent and Tender Agent for the Offer is:

D.F. King & Co., Inc.

28 Liberty, 53th Floor
New York, New York 10005

Attention: Michael Horthman or
Call Toll-Free: (212) 448-4476
Banks and Brokers Only: (866) 356-6140
By email: xplr@dfking.com

By Facsimile Transmission (for Eligible Institutions only):
212-709-3328
Attention: Michael Horthman
For Confirmation by Telephone:
212-232-3233

The Dealer Manager for the Offer is:

WELLS FARGO SECURITIES

550 South Tryon Street, 5th Floor
Charlotte, North Carolina 28202
Attn: Liability Management Group
Toll-Free: (866) 309-6316
Collect: (704) 410-4820
Email: liabilitymanagement@wellsfargo.com