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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 1, 2023
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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 |
| 6.219% Corporate Units | | NEE.PRQ | | New York Stock Exchange |
| 6.926% Corporate Units | | NEE.PRR | | 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 1, 2023, NextEra Energy Capital Holdings, Inc., a wholly-owned subsidiary of NextEra Energy, Inc. (NEE), completed a remarketing of $2.5 billion aggregate principal amount of its Series K Debentures due March 1, 2025. The Series K Debentures are guaranteed by NEE. These remarketed debentures were originally issued in February 2020 as components of equity units issued by NEE. Upon completion of the remarketing, the interest rate on the Series K Debentures was reset to 6.051% per year and interest will be payable March 1 and September 1, commencing September 1, 2023. The remarketing occurred under Registration Statement Nos. 333-254632, 333-254632-01 and 333-254632-02. This Current Report on Form 8‑K is being filed to report as exhibits certain documents in connection with the remarketing.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
| | | | | | | | | | | |
| Exhibit
Number | | Description |
| *4(a) | | |
| 4(b) | | |
| 5(a) | | |
| 5(b) | | |
| 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) |
______________________
* Incorporated herein by reference
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 1, 2023
NEXTERA ENERGY, INC.
(Registrant)
| | |
| JAMES M. MAY |
James M. May
Vice President, Controller and Chief Accounting Officer |
NEXTERA ENERGY CAPITAL HOLDINGS, INC.
JUNO BEACH, FLORIDA
March 1, 2023
THE BANK OF NEW YORK MELLON,
as Trustee under the Indenture
(as defined below)
240 Greenwich Street – 7E
New York, New York 10286
Attention: Corporate Trust Administration
Previously, you were requested, pursuant to Section 303 of the Indenture (For Unsecured Debt Securities) dated as of June 1, 1999 (as amended, the “Indenture”) between NextEra Energy Capital Holdings, Inc. (the “Company”) and you as Trustee, to authenticate (i) definitive certificate No. R-1 which initially represented $2,500,000,000 principal amount of the Company’s Series K Debentures due March 1, 2025 (the “Series K Debentures”) in fully executed form and registered in the name of The Bank of New York Mellon, as Purchase Contract Agent under a Purchase Contract Agreement, dated as of February 1, 2020 (the “Purchase Contract Agreement”), by and between NextEra Energy, Inc. and The Bank of New York Mellon, as Purchase Contract Agent and attorney-in-fact (“Purchase Contract Agent”), and, when authenticated, to deliver such certificate to the Purchase Contract Agent, to be endorsed in blank and delivered to Deutsche Bank Trust Company Americas (“Deutsche Bank”), as Collateral Agent under the Pledge Agreement, dated as of February 1, 2020 (“Pledge Agreement”), by and between NextEra Energy, Inc., the Purchase Contract Agent, and Deutsche Bank, as Collateral Agent, Custodial Agent and Securities Intermediary, (ii) global certificate No. R-2 which initially represented $0 principal amount of the Series K Debentures in fully executed form and registered in the name of Cede & Co., as nominee for The Depository Trust Company (“Global Certificate R-2”), (iii) global certificate No. R-3 which initially represented $0 principal amount of the Series K Debentures in fully executed form and registered in the name of Cede & Co., as nominee for The Depository Trust Company (“Global Certificate R-3”), (iv) global certificate No. R-4 which initially represented $0 principal amount of the Series K Debentures in fully executed form and registered in the name of Cede & Co., as nominee for The Depository Trust Company (“Global Certificate R-4”), (v) global certificate No. R-5 which initially represented $0 principal amount of the Series K Debentures in fully executed form and registered in the name of Cede & Co., as nominee for The Depository Trust Company (“Global Certificate R-5”) and (vi) global certificate No. R-6 which initially represented $0 principal amount of the Series K Debentures in fully executed form and registered in the name of Cede & Co., as nominee for The Depository Trust Company (“Global Certificate R-6”), and when authenticated, to deliver Global Certificate R-2, Global Certificate R-3, Global Certificate R-4, Global Certificate R-5 and Global Certificate R-6 to The Bank of New York Mellon, as custodian for The Depository Trust Company. All capitalized terms not defined herein that are defined in the Indenture shall have the same meaning as used in the Indenture.
Pursuant to the terms of the Series K Debentures, $2,500,000,000 aggregate principal amount of the Series K Debentures have been remarketed. Interest on all of the $2,500,000,000 principal amount of Series K Debentures will accrue at 6.051% per annum from March 1, 2023, and will be payable on March 1 and September 1 of each year, commencing on September 1, 2023.
In accordance with Section 305 of the Indenture, you are hereby instructed (1) to cancel definitive certificate R-1 (which represents $2,500,000,000 principal amount of the Series K Debentures and which has been delivered to you today by Deutsche Bank, as Collateral Agent), and (2) upon such cancellation to increase the principal amount of Global Certificate No. R-2 from $0 to $500,000,000, to increase the principal amount of Global Certificate No. R-3 from $0 to $500,000,000, to increase the principal amount of Global Certificate No. R-4 from $0 to $500,000,000, to increase the principal amount of Global Certificate No. R-5 from $0 to $500,000,000 and to increase the principal amount of Global Certificate No. R-6 from $0 to $500,000,000.
Please acknowledge receipt of the aforementioned items below.
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| | NEXTERA ENERGY CAPITAL HOLDINGS, INC. |
| | By: | SUSAN D. LABAR |
| | | Assistant Treasurer |
| | | |
| RECEIPT of the aforementioned | | |
| items is hereby acknowledged. | | |
| | | |
| THE BANK OF NEW YORK MELLON | | |
| as Trustee under the Indenture | | |
| | | |
| By: | FRANCINE KINCAID | | |
| Francine Kincaid | | |
| Vice President | | |
| | | |
| | | |
| Dated: March 1, 2023 | | |
| | | | | | | | |
| | Squire Patton Boggs (US) LLP
200 South Biscayne Boulevard, Suite 3400
Miami, Florida 33131
O +1 305 577 7000
F +1 305 577 7001
squirepattonboggs.com |
| | |
March 1, 2023
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 remarketing of $2,500,000,000 aggregate principal amount of NEE Capital’s Series K Debentures due March 1, 2025 (the “Debentures”), issued on February 21, 2020 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. 333-254632, 333-254632-01 and 333-254632-02 (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 March 23, 2021 (the “Base Prospectus”) forming a part of the Registration Statement, as supplemented by a prospectus supplement dated February 22, 2023 (the “Prospectus Supplement”) relating to the remarketing of 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 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
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| Squire Patton Boggs (US) LLP | | March 1, 2023 |
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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 1, 2023 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 | |
| | |
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 remarketing of $2,500,000,000 aggregate principal amount of NEE Capital’s Series K Debentures due March 1, 2025 (the “Debentures”) issued on February 21, 2020 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. 333‑254632, 333‑254632‑01 and 333‑254632‑02 (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 March 23, 2021 (the “Base Prospectus”) forming a part of the Registration Statement, as supplemented by a prospectus supplement dated February 22, 2023 (the “Prospectus Supplement”) relating to the remarketing of 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 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
DB1/ 136348392.2
NextEra Energy, Inc.
NextEra Energy Capital Holdings, Inc.
March 1, 2023
Page 2
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 1, 2023, 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
