NEXTERA ENERGY INC (Form: 8-K, Received: 03/17/2021 11:08:05)

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: March 17, 2021

Commission
File
Number

Exact name of registrant as specified in its
charter, address of principal executive offices and
registrant's telephone number

IRS Employer
Identification
Number

1-8841

NEXTERA ENERGY, INC.

59-2449419

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 registrant 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:

Title of each class

Trading Symbol(s)

Name of each exchange
on which registered

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

Indicate by check mark whether the registrant is 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 registrant has 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 8 - OTHER EVENTS

Item 8.01 Other Events

On March 17, 2021, NextEra Energy Capital Holdings, Inc., a wholly-owned subsidiary of NextEra Energy, Inc. (NEE), sold $2.0 billion principal amount of its 0.65% Debentures, Series due March 1, 2023 (Fixed Rate Debentures) and $500 million of its Floating Rate Debentures, Series due March 1, 2023 (Floating Rate Debentures, and together with the Fixed Rate Debentures, Debentures), which are guaranteed by NEE. The Floating Rate Debentures will bear interest at a rate equal to Compounded SOFR (a compounded Secured Overnight Financing Rate as specified therein) plus 0.54%. The Debentures were registered under the Securities Act of 1933 pursuant to Registration Statement Nos. 333-226056, 333-226056-01 and 333-226056-02. This Current Report on Form 8-K is being filed to report as exhibits certain documents in connection with the sale of the Debentures.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits


(d)			Exhibits


			Exhibit Number						Description
			5(a)						Opinion and Consent, dated March 17, 2021, of Squire Patton Boggs (US) LLP, counsel to NextEra Energy, Inc. and NextEra Energy Capital Holdings, Inc., with respect to the Debentures
			5(b)						Opinion and Consent, dated March 17, 2021, of Morgan, Lewis & Bockius LLP, counsel to NextEra Energy, Inc. and NextEra Energy Capital Holdings, Inc., with respect to the Debentures
			101						Interactive data files for this Form 8-K formatted in Inline XBRL
			104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

SIGNATURES

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

Date: March 17, 2021

NEXTERA ENERGY, INC.

(Registrant)


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

Exhibit 5(a)


						Squire Patton Boggs (US) LLP 200 South Biscayne Boulevard, Suite 4700 Miami, Florida 33131 O +1 305 577 7000 F +1 305 577 7001 squirepattonboggs.com

March 17, 2021


NextEra Energy, Inc. NextEra Energy Capital Holdings, Inc. 700 Universe Boulevard Juno Beach, Florida 33408

Ladies and Gentlemen:

We have acted as counsel to NextEra Energy, Inc., a Florida corporation ("NEE"), and NextEra Energy Capital Holdings, Inc., a Florida corporation ("NEE Capital"), in connection with the issuance and sale by NEE Capital of $2,000,000,000 aggregate principal amount of its 0.65% Debentures, Series due March 1, 2023 (the “Fixed Rate Debentures”) and $500,000,000 aggregate principal amount of its Floating Rate Debentures, Series due March 1, 2023 (the “Floating Rate Debentures” and together with the Fixed Rate Debentures, the “Debentures”), issued under the Indenture (For Unsecured Debt Securities), dated as of June 1, 1999, as amended (the "Indenture"), between NEE Capital and The Bank of New York Mellon, as Trustee, which Debentures are absolutely, irrevocably and unconditionally guaranteed (the "Guarantee") by NEE pursuant to the Guarantee Agreement, dated as of June 1, 1999, between NEE, as Guarantor, and The Bank of New York Mellon, as Guarantee Trustee (the "Guarantee Agreement").

We have participated in the preparation of or reviewed (1) Registration Statement Nos. 333-226056, 333-226056-01 and 333-226056-02 (the "Registration Statement"), which Registration Statement was filed jointly by NEE, NEE Capital and Florida Power & Light Company with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"); (2) the prospectus dated July 2, 2018 (the "Base Prospectus") forming a part of the Registration Statement, as supplemented by a prospectus supplement dated March 15, 2021 (the "Prospectus Supplement") relating to the Debentures, both such Base Prospectus and Prospectus Supplement filed with the Commission pursuant to Rule 424 under the Securities Act; (3) the Indenture; (4) the Guarantee Agreement; (5) the corporate proceedings of NEE Capital with respect to the Registration Statement, the Indenture and the Debentures; (6) the corporate proceedings of NEE with respect to the Registration Statement and the Guarantee Agreement; and (7) such other corporate records, certificates and other documents (including a receipt executed on behalf of NEE Capital acknowledging receipt of the aggregate

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010-9183-8381/2/AMERICAS


Squire Patton Boggs (US) LLP						March 17, 2021

purchase price for the Debentures) and such questions of law as we have considered necessary or appropriate for the purposes of this opinion.

Based on the foregoing, we are of the opinion that the Debentures and the Guarantee, as it relates to the Debentures, are legally issued, valid and binding obligations of NEE Capital and NEE, respectively, except as limited or affected by bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance or other laws affecting creditors' rights and remedies generally and general principles of equity and to concepts of materiality, reasonableness, good faith and fair dealing and the discretion of the court before which any matter is brought.

In rendering the foregoing opinion, we have assumed that the certificates representing the Debentures conform to specimens examined by us and that the Debentures have been duly authenticated, in accordance with the Indenture, by the Trustee under the Indenture and that the signatures on all documents examined by us are genuine, assumptions which we have not independently verified.

We hereby consent to the references to us in the Base Prospectus under the caption "Legal Opinions," to the references to us in the Registration Statement and to the filing of this opinion as an exhibit to a Current Report on Form 8-K to be filed with the Commission by NEE on or about March 17, 2021, which will be incorporated by reference in the Registration Statement. In giving the foregoing consents, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

This opinion is limited to the laws of the States of Florida and New York and the federal laws of the United States insofar as they bear on matters covered hereby. As to all matters of New York law, we have relied, with your consent, upon an opinion of even date herewith addressed to you by Morgan, Lewis & Bockius LLP, New York, New York. As to all matters of Florida law, Morgan, Lewis & Bockius LLP is hereby authorized to rely upon this opinion as though it were rendered to Morgan, Lewis & Bockius LLP.

Very truly yours,

/s/ Squire Patton Boggs (US) LLP

SQUIRE PATTON BOGGS (US) LLP

010-9183-8381/2/AMERICAS

Exhibit 5(b)

March 17, 2021


NextEra Energy, Inc. NextEra Energy Capital Holdings, Inc. 700 Universe Boulevard Juno Beach, Florida 33408

Ladies and Gentlemen:

We have acted as counsel to NextEra Energy, Inc., a Florida corporation (“NEE”), and NextEra Energy Capital Holdings, Inc., a Florida corporation (“NEE Capital”), in connection with the issuance and sale by NEE Capital of $2,000,000,000 aggregate principal amount of its 0.65% Debentures, Series due March 1, 2023 (the “Fixed Rate Debentures”) and $500,000,000 aggregate principal amount of its Floating Rate Debentures, Series due March 1, 2023 (the “Floating Rate Debentures” and together with the Fixed Rate Debentures, the “Debentures”), issued under the Indenture (For Unsecured Debt Securities), dated as of June 1, 1999, as amended (the “Indenture”), between NEE Capital and The Bank of New York Mellon, as Trustee, which Debentures are absolutely, irrevocably and unconditionally guaranteed (the “Guarantee”) by NEE pursuant to the Guarantee Agreement, dated as of June 1, 1999, between NEE, as Guarantor, and The Bank of New York Mellon, as Guarantee Trustee (the “Guarantee Agreement”).

We have participated in the preparation of or reviewed (1) Registration Statement Nos. 333‑226056, 333‑226056‑01 and 333‑226056‑02 (the “Registration Statement”), which Registration Statement was filed jointly by NEE, NEE Capital and Florida Power & Light Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”); (2) the prospectus dated July 2, 2018 (the “Base Prospectus”) forming a part of the Registration Statement, as supplemented by a prospectus supplement dated March 15, 2021 (the “Prospectus Supplement”) relating to the Debentures, both such Base Prospectus and Prospectus Supplement filed with the Commission pursuant to Rule 424 under the Securities Act; (3) the Indenture; (4) the Guarantee Agreement; (5) the corporate proceedings of NEE Capital with respect to the Registration Statement, the Indenture and the Debentures; (6) the corporate proceedings of NEE with respect to the Registration Statement and the Guarantee Agreement; and (7) such other corporate records, certificates and other

NextEra Energy, Inc.

NextEra Energy Capital Holdings, Inc.

February 17, 2021

Page 2

documents (including a receipt executed on behalf of NEE Capital acknowledging receipt of the aggregate purchase price for the Debentures) and such questions of law as we have considered necessary or appropriate for the purposes of this opinion.

Based on the foregoing, we are of the opinion that the Debentures and the Guarantee, as it relates to the Debentures, are legally issued, valid and binding obligations of NEE Capital and NEE, respectively, except as limited or affected by bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance or other laws affecting creditors’ rights and remedies generally and general principles of equity and to concepts of materiality, reasonableness, good faith and fair dealing and the discretion of the court before which any matter is brought.

We hereby consent to the references to us in the Base Prospectus under the caption “Legal Opinions,” to the references to us in the Registration Statement and to the filing of this opinion as an exhibit to a Current Report on Form 8-K to be filed with the Commission by NEE on or about March 17, 2021, which will be incorporated by reference in the Registration Statement. In giving the foregoing consents, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

This opinion is limited to the laws of the States of New York and Florida and the federal laws of the United States insofar as they bear on matters covered hereby. As to all matters of Florida law, we have relied, with your consent, upon an opinion of even date herewith addressed to you by Squire Patton Boggs (US) LLP, Miami, Florida. As to all matters of New York law, Squire Patton Boggs (US) LLP is hereby authorized to rely upon this opinion as though it were rendered to Squire Patton Boggs (US) LLP.

Very truly yours,

/s/ Morgan, Lewis & Bockius LLP

DB1/ 119815239.2