nee-202406030000753308false0000037634FLfalse00007533082024-06-032024-06-030000753308nee:FloridaPowerLightCompanyMember2024-06-032024-06-030000753308us-gaap:CommonStockMember2024-06-032024-06-030000753308nee:CorporateUnits6926Member2024-06-032024-06-03
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 3, 2024
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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 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:
| | | | | | | | | | | | | | | | | | | | |
| 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 |
| | 6.926% Corporate Units | | NEE.PRR | | New York Stock Exchange |
| | | | | | |
| Florida Power & Light Company | | None | | | | |
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 June 3, 2024, Florida Power & Light Company sold $750 million principal amount of its 5.15% First Mortgage Bonds, Series due June 15, 2029, $750 million principal amount of its 5.30% First Mortgage Bonds, Series due June 15, 2034 and $850 million principal amount of its 5.60% First Mortgage Bonds, Series due June 15, 2054 (collectively, the Offered Bonds). The Offered Bonds were registered under the Securities Act of 1933 pursuant to Registration Statement Nos. 333-278184, 333-278184-01 and 333-278184-02. This Current Report on Form 8-K is being filed to report as exhibits certain documents in connection with the sale of the Offered Bonds.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
| | | | | | | | | | | |
| Exhibit
Number | | Description |
| 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) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.
Date: June 3, 2024
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
Vice President, Accounting and Controller
| |
Document | | | | | | | | |
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| | |
June 3, 2024
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 $750,000,000 aggregate principal amount of its First Mortgage Bonds, 5.15% Series due June 15, 2029 (the “2029 Offered Bonds”), $750,000,000 aggregate principal amount of its First Mortgage Bonds, 5.30% Series due June 15, 2034 (the “2034 Offered Bonds”) and $850,000,000 aggregate principal amount of its First Mortgage Bonds, 5.60% Series due June 15, 2054 (the “2054 Offered Bonds” and together with the 2029 Offered Bonds and the 2034 Offered Bonds, the “Bonds”), issued under the Mortgage and Deed of Trust dated as of January 1, 1944, as the same is supplemented by one hundred and thirty-seven indentures supplemental thereto, the latest of which is dated as of May 1, 2024 (such Mortgage as so supplemented being hereinafter called the “Mortgage”) from the Company to Deutsche Bank Trust Company Americas, as Trustee (the “Mortgage Trustee”).
We have participated in the preparation of or reviewed (1) Registration Statement Nos. 333‑278184, 333‑278184‑01 and 333‑278184‑02 (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 22, 2024 (the “Base Prospectus”) forming a part of the Registration Statement, as supplemented by a prospectus supplement dated May 28, 2024 (the “Prospectus Supplement”) relating to the Bonds, both such Base Prospectus and Prospectus Supplement filed with the Commission pursuant to Rule 424 under the Securities Act; (3) the Mortgage; (4) the corporate proceedings of the Company with respect to the Registration Statement and with respect to the authorization, issuance and sale of the Bonds; 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 Bonds) 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 Bonds 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
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| Florida Power & Light Company | | Squire Patton Boggs (US) LLP |
| June 3, 2024 | | |
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mortgagees’ and other 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 Bonds conform to specimens examined by us and that the Bonds have been duly authenticated, in accordance with the Mortgage, by the Mortgage Trustee under the Mortgage, 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 3, 2024, 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 |
Document | | |
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 $750,000,000 aggregate principal amount of its First Mortgage Bonds, 5.15% Series due June 15, 2029 (the “2029 Offered Bonds”), $750,000,000 aggregate principal amount of its First Mortgage Bonds, 5.30% Series due June 15, 2034 (the “2034 Offered Bonds”) and $850,000,000 aggregate principal amount of its First Mortgage Bonds, 5.60% Series due June 15, 2054 (the “2054 Offered Bonds” and together with the 2029 Offered Bonds and the 2034 Offered Bonds, the “Bonds”), issued under the Mortgage and Deed of Trust dated as of January 1, 1944, as the same is supplemented by one hundred and thirty-seven indentures supplemental thereto, the latest of which is dated as of May 1, 2024 (such Mortgage as so supplemented being hereinafter called the “Mortgage”) from the Company to Deutsche Bank Trust Company Americas, as Trustee (the “Mortgage Trustee”).
We have participated in the preparation of or reviewed (1) Registration Statement Nos. 333‑278184, 333‑278184‑01 and 333‑278184‑02 (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 22, 2024 (the “Base Prospectus”) forming a part of the Registration Statement, as supplemented by a prospectus supplement dated May 28, 2024 (the “Prospectus Supplement”) relating to the Bonds, both such Base Prospectus and Prospectus Supplement filed with the Commission pursuant to Rule 424 under the Securities Act; (3) the Mortgage; (4) the corporate proceedings of the Company with respect to the Registration Statement and with respect to the authorization, issuance and sale of the Bonds; 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 Bonds) 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 Bonds are legally issued, valid, and binding obligations of the Company, except as limited or affected by bankruptcy,
Florida Power & Light Company
June 3, 2024
Page 2
insolvency, reorganization, receivership, moratorium, fraudulent conveyance or other laws affecting mortgagees’ and other 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 Bonds conform to specimens examined by us and that the Bonds have been duly authenticated, in accordance with the Mortgage, by the Mortgage Trustee under the Mortgage, 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 3, 2024, 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. 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
