XPLR Infrastructure (XIFR) risk factors, FY2024 10-K

Other

1. 01XPLR'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
2. 02Operation and maintenance of renewable energy projects, battery storage projects and other facilities and XPLR's pipeline investment involve significant risks that could result in unplanned power outages, reduced output or capacity, property damage, environmental pollution, personal injury or loss of life
3. 03XPLR'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
4. 04XPLR depends on certain of the renewable energy projects and the investment in pipeline assets in its portfolio for a substantial portion of its anticipated cash flows
5. 05Developing 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
6. 06XPLR'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
7. 07XPLR'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
8. 08XPLR is subject to risks associated with litigation or administrative proceedings, as well as negative publicity
9. 09XPLR 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
10. 10Any or all of XPLR's customers and vendors may fail to fulfill their obligations under their contracts with XPLR, whether as a result of the occurrence of any of the factors listed below or otherwise
11. 11XPLR 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
12. 12If 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
13. 13XPLR's ability to develop and/or acquire assets involves risks
14. 14Reductions in demand for natural gas in the U.S. and low market prices of natural gas could materially adversely affect XPLR's pipeline investment's operations and cash flows
15. 15Government 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
16. 16XPLR'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
17. 17Acquisitions of existing clean energy projects involve numerous risks
18. 18XPLR 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
19. 19Certain 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
20. 20XPLR faces substantial competition primarily from regulated utility holding companies, developers, IPPs, pension funds and private equity funds for opportunities in the U.S
21. 21Regulatory decisions that are important to XPLR may be materially adversely affected by political, regulatory, operational and economic factors
22. 22The natural gas pipeline industry is highly competitive, and increased competitive pressure could adversely affect XPLR's pipeline investment

Risks Related to XPLR's Financial Activities

1. 23XPLR may not be able to access sources of capital on commercially reasonable terms
2. 24Restrictions 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
3. 25XPLR may be unable to maintain its current credit ratings
4. 26XPLR’s liquidity may be impaired if its credit providers are unable to fund their credit commitments to XPLR or to maintain their current credit ratings
5. 27As 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
6. 28Provisions preventing or reducing XPLR's subsidiaries’ cash distributions and other factors could have a material adverse effect on XPLR's business, financial condition, results of operations, liquidity and ability to execute its business plan
7. 29XPLR is exposed to risks inherent in its use of interest rate swaps
8. 30Widespread 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

1. 31NEE has influence over XPLR
2. 32NEER's right of first refusal may adversely affect XPLR's ability to consummate future sales or to obtain favorable sale terms
3. 33XPLR GP and its affiliates may have conflicts of interest with XPLR and have limited duties to XPLR and its unitholders
4. 34XPLR 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
5. 35XPLR may only terminate the MSA under certain limited circumstances
6. 36If certain agreements with NEE Management or NEER are terminated, XPLR may be unable to contract with a substitute service provider on similar terms
7. 37XPLR'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

1. 38Disruptions, 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
2. 39XPLR may not make any distributions in the future to its unitholders as a result of the execution of its business plan
3. 40XPLR's ability to execute its business plan depends on the ability of XPLR OpCo's subsidiaries to make cash distributions to XPLR OpCo
4. 41Holders of XPLR’s units may be subject to voting restrictions
5. 42XPLR’s partnership agreement contains provisions that eliminate the fiduciary standards to which XPLR GP or any of XPLR’s directors and officers would otherwise be held by state fiduciary duty law and replaces those standards with several different contractual standards
6. 43XPLR’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
7. 44Certain of XPLR’s actions require the consent of XPLR GP
8. 45Holders 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
9. 46NEE’s interest in XPLR GP and the control of XPLR GP may be transferred to a third party without unitholder consent
10. 47Reimbursements 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
11. 48The 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
12. 49Unitholders may have liability to repay distributions that were wrongfully distributed to them
13. 50XPLR's partnership agreement does not limit the number of additional limited partnership interests, including, but not limited to, limited partnership interests that rank senior to the common units, which XPLR may issue at any time without the approval of its unitholders
14. 51XPLR'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
15. 52XPLR's ability to use NOLs to offset future income may be limited
16. 53XPLR will not have complete control over XPLR's tax decisions
17. 54Distributions to unitholders may be taxable as dividends