0000753308false0000037634FLFALSE00007533082020-12-182020-12-180000753308nee:FloridaPowerLightCompanyMember2020-12-182020-12-180000753308us-gaap:CommonStockMember2020-12-182020-12-180000753308nee:CorporateUnits4872Member2020-12-182020-12-180000753308nee:CorporateUnits5.279Member2020-12-182020-12-180000753308nee:CorporateUnits6219Member2020-12-182020-12-18

NEE-20201218_G1.JPG
NEE-20201218_G2.JPG

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K


CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of earliest event reported:  December 18, 2020
Commission
File
Number 		Exact name of registrants as specified in their
charters, address of principal executive offices and
registrants' telephone number 		IRS Employer
Identification
Number
1-8841 NEXTERA ENERGY, INC. 59-2449419
2-27612 FLORIDA POWER & LIGHT COMPANY 59-0247775
700 Universe Boulevard
Juno Beach, Florida 33408
(561) 694-4000


State or other jurisdiction of incorporation or organization:  Florida

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions:

☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Registrants Title of each class Trading Symbol(s) Name of each exchange
on which registered
NextEra Energy, Inc. Common Stock, $0.01 Par Value NEE New York Stock Exchange
4.872% Corporate Units NEE.PRO New York Stock Exchange
5.279% Corporate Units NEE.PRP New York Stock Exchange
6.219% Corporate Units NEE.PRQ New York Stock Exchange
Florida Power & Light Company None

Indicate by check mark whether the registrants are an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrants have elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS

Item 1.01 Entry into a Material Definitive Agreement

The information set forth in the first paragraph of Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01. The Agreement and Plan of Merger between Gulf Power Company (Gulf Power) and Florida Power & Light Company (FPL) is filed as Exhibit 2 hereto and is incorporated into this report by reference.


SECTION 2 - FINANCIAL INFORMATION

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth in the second, third and fourth paragraphs of Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03. The Senior Notes Indenture, dated as of January 1, 1998 as supplemented (Indenture), between Gulf Power and Wells Fargo Bank, National Association, as successor trustee, is attached hereto as Exhibit 4 and is incorporated into this report by reference.



SECTION 8 - OTHER EVENTS

Item 8.01 Other Events

On December 18, 2020, Gulf Power and FPL entered into an agreement to merge Gulf Power with and into FPL, with FPL as the surviving company, effective January 1, 2021 (Merger). FPL and Gulf Power are wholly owned subsidiaries of NextEra Energy, Inc.

As a result of, and effective upon, the Merger, on January 1, 2021, FPL will assume all of Gulf Power's outstanding debt, including its senior unsecured notes (senior notes) issued under the Indenture. As of the date hereof, Gulf Power had five series of senior notes outstanding under the Indenture totaling $815 million in principal amount with interest rates ranging from 3.10% - 5.10% and maturity dates ranging from 2022 - 2044.

Interest on the senior notes is payable semi-annually and each series of senior notes is redeemable prior to maturity in accordance with its terms. The Indenture contains default provisions relating to failure to make required payments on senior notes, certain events in bankruptcy, insolvency or reorganization, and other covenants. In the event of default, the trustee under the Indenture, or the holders of 25% of a series of senior notes, may declare the principal and interest due and payable on such senior notes.

Also effective upon the Merger, FPL will assume Gulf Power's revolving credit facilities, including its syndicated revolving credit facility with available capacity of $900 million maturing in 2025 (credit facility). The credit facility provides for the funding of loans up to the amount of the credit facility and the issuance of letters of credit up to $75 million. The entire amount of the credit facility is available for general corporate purposes. In order to borrow or to have letters of credit issued under the terms of the credit facility, FPL will be required, among other things, to maintain a ratio of funded debt to total capitalization that does not exceed a stated ratio. The credit facility also contains default and related acceleration provisions relating to, among other things, failure to maintain the ratio of funded debt to total capitalization at or below the specified ratio.





SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
Number 		Description NextEra Energy, Inc. Florida Power & Light Company
2 X
4 X X
101 Interactive data files for this Form 8-K formatted in Inline XBRL X X
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) X X



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date:  December 18, 2020

NEXTERA ENERGY, INC.
(Registrant)


JAMES M. MAY
James M. May
Vice President, Controller and Chief Accounting Officer


FLORIDA POWER & LIGHT COMPANY
(Registrant)


KEITH FERGUSON
Keith Ferguson
Controller



Exhibit 2














AGREEMENT AND PLAN OF MERGER


of

Gulf Power Company
a Florida corporation

with and into

Florida Power & Light Company
a Florida corporation
2

AGREEMENT AND PLAN OF MERGER

This Agreement and Plan of Merger (the “Plan of Merger”) is entered into this 18th day of December, 2020 between Gulf Power Company, a Florida corporation (“Gulf Power”), and Florida Power & Light Company, a Florida corporation (“FPL”).

RECITALS

A.    The Plan of Merger was approved by the unanimous written consent of the Boards of Directors of each of Gulf Power and FPL and the sole shareholder of Gulf Power.

B.    The sole shareholder of Gulf Power deems it advisable and in the best interest of Gulf Power to merge Gulf Power with and into FPL.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows:
PLAN OF MERGER

1.Merger and Surviving Company. Subject to the terms and conditions of this Plan of Merger and in accordance with the Florida Business Corporation Act (the “Florida Act”), at the Effective Time (as defined below), Gulf Power shall be merged (the “Merger”) with and into FPL. FPL shall be the surviving company. FPL shall continue to be governed by the laws of the State of Florida (including, without limitation, the Florida Act).

2.Effective Time. The Merger shall become effective on January 1, 2021 at 12:01 a.m. (the “Effective Time”).

3. Corporate Bylaws. The Bylaws of FPL (“FPL’s Bylaws”) as in effect immediately prior to the Effective Time of the Merger shall continue in full force and effect as FPL’s Bylaws with no changes thereto. FPL’s Bylaws may thereafter continue to be amended and/or restated as provided therein and by the Florida Act.

4.Corporate Governance after the Merger. At the Effective Time, the officers and directors of FPL will continue to serve as officers and directors of FPL, and no officers or directors of Gulf Power will become officers or directors of FPL.
5.Rights and Liabilities of Surviving Company. At the Effective Time, all of the properties, rights, privileges, powers and franchises of Gulf Power will vest in FPL, and all debts, liabilities and duties of Gulf Power will become the debts, liabilities and duties of FPL.

6.Consideration for Shares. All right, title and interest in the shares of Gulf Power (the “Gulf Power Shares”) that are issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of


the holder thereof, be cancelled without payment of any consideration and without any conversion and the holder of the Gulf Power Shares shall cease to have any rights with respect to the Gulf Power Shares. The shareholder of FPL will hold the same number of shares of FPL that were issued and outstanding immediately prior to the Effective Time, with identical designations, preferences, rights and limitations, immediately after the Effective Time.

7.    Representations and Warranties of Gulf Power. Gulf Power represents and warrants that it is a corporation duly formed, validly existing and in good standing under the laws of the State of Florida, and that it has the requisite power and authority to enter into this Plan of Merger and the transactions contemplated by this Plan of Merger.

8.    Representations and Warranties of FPL. FPL represents and warrants that it is a corporation duly formed, validly existing and in good standing under the laws of the State of Florida, and that it has the requisite power and authority to enter into this Plan of Merger and the transactions contemplated by this Plan of Merger.

9.    Governing Law. This Plan of Merger shall be governed and construed in accordance with the laws of the State of Florida, without regard to conflicts of law principles.

10.    Counterparts. This Plan of Merger may be executed in one or more counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Plan of Merger to be executed as of the day and year first written above.

GULF POWER COMPANY, a Florida corporation
By: W. SCOTT SEELEY
                    W. Scott Seeley
                    Corporate Secretary
FLORIDA POWER & LIGHT COMPANY, a Florida
corporation
By: W. SCOTT SEELEY
                    W. Scott Seeley
                    Vice President, Compliance &
                    Corporate Secretary
2