Nextera Energy Inc 8-K, filed Jun 15, 2021
Nextera Energy Inc (NEE)
8-K
2021-06-15
For: 2021-06-15
View Original
Added on
April 09, 2026
About this 8-K
Nextera Energy Inc filed this 8-K on June 15, 2021.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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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: June 15, 2021
| 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 | ||||||||||||
(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:
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. | ||||||||||||||||||||
| 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 8 - OTHER EVENTS
Item 8.01 Other Events
On June 15, 2021, Florida Power & Light Company sold $142,092,000 principal amount of its Floating Rate Notes, Series due March 1, 2071 (Notes). The Notes are a further issuance of, will have the same CUSIP number as, will be fungible with and will be consolidated and form a single series with, the Floating Rate Notes, Series due March 1, 2071 issued on March 1, 2021, in the aggregate principal amount of $184,443,000. Upon issuance of the Notes, the aggregate principal amount of outstanding Floating Rate Notes, Series due March 1, 2071 is $326,535,000. The Notes bear interest at a rate equal to three-month LIBOR minus 0.30%, which rate will be reset quarterly on March 1, June 1, September 1 and December 1 of each year, beginning September 1, 2021. The Notes were registered under the Securities Act of 1933 pursuant to Registration Statement Nos. 333-254632, 333-254632-01 and 333-254632-02. This Current Report on Form 8-K is being filed, in part, to report as exhibits certain documents in connection with the sale of the Notes.
In addition, on June 15, 2021, NextEra Energy Capital Holdings, Inc. (NEECH), a wholly-owned subsidiary of NextEra Energy, Inc. (NEE), designated its 3.50% Debentures, Series due April 1, 2029 as the Covered Debt for purposes of the Replacement Capital Covenant from NEECH and NEE, dated September 19, 2006, as amended, and the Replacement Capital Covenant from NEECH and NEE, dated June 12, 2007, as amended, replacing its 3.625% Debentures, Series due June 15, 2023.
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 | |||||||||||||||||
| 4(a) | x | x | ||||||||||||||||||
| 4(b) | x | |||||||||||||||||||
| 4(c) | x | |||||||||||||||||||
| 4(d) | x | |||||||||||||||||||
| 4(e) | x | |||||||||||||||||||
| 5(a) | x | x | ||||||||||||||||||
| 5(b) | 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 | |||||||||||||||||
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed by the undersigned thereunto duly authorized.
Date: June 15, 2021
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 | ||
3
Exhibit 5(a)
 | Squire Patton Boggs (US) LLP | |||||||
| 200 South Biscayne Boulevard, Suite 4700 | ||||||||
| Miami, Florida 33431 | ||||||||
| O +1 305 577 7000 | ||||||||
| F +1 305 577 7001 | ||||||||
| squirepattonboggs.com | ||||||||
June 15, 2021
Florida Power & Light Company
700 Universe Boulevard
Juno Beach, Florida 33408
Ladies and Gentlemen:
We have acted as counsel to Florida Power & Light Company, a Florida corporation (the "Company"), in connection with the issuance and sale by the Company of $142,092,000 aggregate principal amount of its Floating Rate Notes, Series due March 1, 2071 (the "Notes"), issued under the Indenture (For Unsecured Debt Securities), dated as of November 1, 2017 (the "Indenture"), between the Company and The Bank of New York Mellon, as Trustee (the "Trustee").
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 the Company, NextEra Energy, Inc. and NextEra Energy Capital Holdings, Inc. 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 June 11, 2021 (the "Prospectus Supplement") relating to the Notes, both such Base Prospectus and Prospectus Supplement filed with the Commission pursuant to Rule 424 under the Securities Act; (3) the Indenture; (4) the corporate proceedings of the Company with respect to the Registration Statement, the Indenture and the Notes; and (5) such other corporate records, certificates and other documents (including a receipt executed on behalf of the Company acknowledging receipt of the purchase price for the Notes) 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 Notes are legally issued, valid, and binding obligations of the Company, 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.
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Please visit squirepattonboggs.com for more information.
010-9223-6388/1/AMERICAS
| Squire Patton Boggs (US) LLP | June 15, 2021 | |||||||
In rendering the foregoing opinion, we have assumed that the certificate representing the Notes conforms to the specimen examined by us and that the Notes 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 the Company on or about June 15, 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.
Respectfully Submitted,
/s/ Squire Patton Boggs (US) LLP
SQUIRE PATTON BOGGS (US) LLP
2
010-9223-6388/1/AMERICAS
Exhibit 5(b)
June 15, 2021
| Florida Power & Light Company 700 Universe Boulevard Juno Beach, Florida 33408 | ||
Ladies and Gentlemen:
We have acted as counsel to Florida Power & Light Company, a Florida corporation (the “Company”), in connection with the issuance and sale by the Company of $142,092,000 aggregate principal amount of its Floating Rate Notes, Series due March 1, 2071 (the “Notes”), issued under the Indenture (For Unsecured Debt Securities), dated as of November 1, 2017 (the “Indenture”), between the Company and The Bank of New York Mellon, as Trustee (the “Trustee”).
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 the Company, NextEra Energy, Inc. and NextEra Energy Capital Holdings, Inc. 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 June 11, 2021 (the “Prospectus Supplement”) relating to the Notes, both such Base Prospectus and Prospectus Supplement filed with the Commission pursuant to Rule 424 under the Securities Act; (3) the Indenture; (4) the corporate proceedings of the Company with respect to the Registration Statement, the Indenture and the Notes; and (5) such other corporate records, certificates and other documents (including a receipt executed on behalf of the Company acknowledging receipt of the purchase price for the Notes) 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 Notes are legally issued, valid, and binding obligations of the Company, 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 certificate representing the Notes conforms to the specimen examined by us and that the Notes have been duly
| Morgan, Lewis & Bockius LLP | ||||||||
| 101 Park Avenue | ||||||||
| New York, NY 10178-0060 | T +1.212.309.6000 | |||||||
| United States | F +1.212.309.6001 | |||||||
DB1/ 122188636.2
Florida Power & Light Company
June 15, 2021
Page 2
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 the Company on or about June 15, 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/ 122188636.2