Form 8-K - Current report

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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:  October 31, 2024

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

[phone]

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

6.926% Corporate Units

NEE.PRR

New York Stock Exchange

7.299% Corporate Units

NEE.PRS

New York Stock Exchange

7.234% Corporate Units

NEE.PRT

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. ☐

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SECTION 8 - OTHER EVENTS

Item 8.01 Other Events

On October 31, 2024, NextEra Energy, Inc. (NEE) sold $1.5 billion of equity units (initially consisting of Corporate Units) to J.P. Morgan Securities LLC, Mizuho Securities USA LLC and Goldman Sachs & Co. LLC. In approximately three years, the equity unit holders will be required to purchase NEE common stock for cash, based on a price per share range of $82.87 to $103.58. Each equity unit consists of a contract to purchase NEE common stock (stock purchase contract) and, initially, a 5% undivided beneficial ownership interest in a Series O Debenture due November 1, 2029, issued in the principal amount of $1,000 by NextEra Energy Capital Holdings, Inc. (NEECH). Total annual distributions on the equity units will be at the rate of 7.234%, consisting of interest on the debentures and payments under the stock purchase contracts. The holders of the equity units must complete the stock purchase by no later than November 1, 2027, and may satisfy their purchase obligations with proceeds raised from a remarketing of the NEECH debentures that are a component of the equity units, if such remarketing is successful. Upon settlement of the stock purchase contract, NEE will receive cash and will issue the requisite number of shares of its common stock. The debentures are guaranteed by NEE. The equity units were registered under the Securities Act of 1933 pursuant to Registration Statement Nos. 333-278184, 333-278184-01 and 333-278184-02. In connection with the sale of the equity units, this Current Report on Form 8-K is being filed to report certain documents as exhibits.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits

(d)			Exhibits

			Exhibit Number						Description
			5(a)						Opinion and Consent, dated October 31, 2024, of Squire Patton Boggs (US) LLP, counsel to NextEra Energy, Inc. and NextEra Energy Capital Holdings, Inc., with respect to the equity units
			5(b) and 8						Opinion and Consent, dated October 31, 2024, of Morgan, Lewis & Bockius LLP, counsel to NextEra Energy, Inc. and NextEra Energy Capital Holdings, Inc., with respect to the equity units
			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)

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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:  October 31, 2024

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 1000 Key Tower 127 Public Square Cleveland, Ohio 44114 O [phone] F [phone] squirepattonboggs.com

October 31, 2024

NextEra Energy, Inc.

NextEra Energy Capital Holdings, Inc.

700 Universe Boulevard

Juno Beach, Florida 33408

To the Addressees:

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 of its new securities (the “Securities”) consisting of 30,000,000 equity units of NEE, initially consisting of 30,000,000 of NEE's corporate units (the “Corporate Units”), with each Corporate Unit consisting of a contract to purchase shares (the “Purchase Contracts”) of NEE's common stock, $.01 par value (the “Common Stock”), and, initially, a 5% undivided beneficial ownership interest in a Series O Debenture due November 1, 2029 (the “Debentures”) issued in the principal amount of $1,000 by NEE Capital 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 (the “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. 333-278184, 333-278184-01 and 333-278184-02 (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 22, 2024 (the “Base Prospectus”) forming a part of the Registration Statement, as supplemented by a prospectus supplement dated October 29, 2024 (the “Prospectus Supplement”) relating to the Securities, 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 Purchase Contract Agreement, dated as of October 1, 2024 (the “Purchase Contract Agreement”), between NEE and The Bank of New York Mellon, as Purchase Contract Agent (the “Purchase Contract Agent”); (6) the Pledge Agreement, dated as of October 1, 2024 (the “Pledge Agreement”), between NEE, the

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Squire Patton Boggs (US) LLP is part of the international legal practice Squire Patton Boggs, which operates worldwide through a number of separate

legal entities.

Please visit squirepattonboggs.com for more information.

1102935636\2\AMERICAS

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Squire Patton Boggs (US) LLP						October 31, 2024

Purchase Contract Agent and Deutsche Bank Trust Company Americas, as Collateral Agent, Custodial Agent and Securities Intermediary; (7) the corporate proceedings of NEE with respect to the Registration Statement, the Guarantee, the Guarantee Agreement, the Purchase Contract Agreement and the Pledge Agreement; (8) the corporate proceedings of NEE Capital with respect to the Registration Statement, the Indenture and the Debentures; and (9) such other corporate records, certificates and other documents (including a receipt executed on behalf of NEE acknowledging receipt of the purchase price for the Corporate Units and a receipt executed on behalf of NEE Capital acknowledging receipt of the 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:

1. 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.

2. The Corporate Units are legally issued, valid, and binding obligations of NEE, 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.

3. The Purchase Contracts are valid and binding obligations of NEE, 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.

4. The Common Stock issuable pursuant to the Purchase Contracts, when issued and delivered by NEE against payment therefor in accordance with the provisions of the Purchase Contract Agreement, the Purchase Contracts and the Pledge Agreement, will be validly issued, fully paid and non‑assessable.

In rendering the foregoing opinions, we have assumed that: (1) the certificates representing the Debentures conform to a specimen examined by us and that the Debentures have been duly authenticated, in accordance with the Indenture, by the Trustee under the Indenture; (2) the certificates representing the Corporate Units conform to a specimen examined by us and the Corporate Units have been duly authenticated, in accordance with the Purchase Contract Agreement, by the Purchase Contract Agent; (3) the certificates representing the shares of Common Stock issuable pursuant to the Purchase Contracts will be in the form or in substantially the form currently used by the Company for shares of Common Stock issued in certificated form, and a direct registration advice will be in the form or in substantially the form used by the Registrar and Transfer Agent for shares of Common Stock issued without certificates; and (4) the signatures on all documents examined by us are genuine, assumptions which we have not independently verified.

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1102935636\2\AMERICAS

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Squire Patton Boggs (US) LLP						October 31, 2024

We hereby consent to the reference to us in the Base Prospectus under the heading “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 October 31, 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

3

1102935636\2\AMERICAS

Exhibit 5(b) and 8

October 31, 2024

NextEra Energy, Inc.

NextEra Energy Capital Holdings, Inc.

700 Universe Boulevard

Juno Beach, Florida 33408

To the Addressees:

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 of its new securities (the “Securities”) consisting of 30,000,000 equity units of NEE, initially consisting of 30,000,000 of NEE’s corporate units (the “Corporate Units”), with each Corporate Unit consisting of a contract to purchase shares (the “Purchase Contracts”) of NEE’s common stock, $.01 par value (the “Common Stock”), and, initially, a 5% undivided beneficial ownership interest in a Series O Debenture due November 1, 2029 (the “Debentures”) issued in the principal amount of $1,000 by NEE Capital 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 (the “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. 333‑278184, 333‑278184‑01 and 333‑278184‑02 (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 22, 2024 (the “Base Prospectus”) forming a part of the Registration Statement, as supplemented by a prospectus supplement dated October 29, 2024 (the “Prospectus Supplement”) relating to the Securities, 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 Purchase Contract Agreement, dated as of October 1, 2024 (the “Purchase Contract Agreement”), between NEE and The Bank of New York Mellon, as Purchase Contract Agent (the “Purchase Contract Agent”); (6) the Pledge Agreement, dated as of October 1, 2024 (the “Pledge Agreement”), between NEE, the Purchase Contract Agent and Deutsche Bank Trust Company Americas, as Collateral Agent, Custodial Agent and Securities Intermediary; (7) the corporate proceedings of NEE with respect to the Registration Statement, the Guarantee, the Guarantee Agreement, the Purchase Contract Agreement and the Pledge Agreement; (8) the corporate proceedings of NEE Capital with respect to the Registration Statement, the Indenture and the Debentures;

DB1/ 152267956.4

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NextEra Energy, Inc.

NextEra Energy Capital Holdings, Inc.

October 31, 2024

Page 2

and (9) such other corporate records, certificates and other documents (including a receipt executed on behalf of NEE acknowledging receipt of the purchase price for the Corporate Units and a receipt executed on behalf of NEE Capital acknowledging receipt of the 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:

1. 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.

2. The Corporate Units are legally issued, valid, and binding obligations of NEE, 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.

3. The Purchase Contracts are valid and binding obligations of NEE, 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.

4. The Common Stock issuable pursuant to the Purchase Contracts, when issued and delivered by NEE against payment therefor in accordance with the provisions of the Purchase Contract Agreement, the Purchase Contracts and the Pledge Agreement, will be validly issued, fully paid and non‑assessable.

5. Our opinions as to United States federal income tax matters are as set forth in the Prospectus Supplement under the heading “Material United States Federal Income Tax Consequences”, subject to the qualifications set forth therein.

In rendering the foregoing opinions, we have assumed that: (1) the certificates representing the Debentures conform to a specimen examined by us and that the Debentures have been duly authenticated, in accordance with the Indenture, by the Trustee under the Indenture; (2) the certificates representing the Corporate Units conform to a specimen examined by us and the Corporate Units have been duly authenticated, in accordance with the Purchase

DB1/ 152267956.4

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NextEra Energy, Inc.

NextEra Energy Capital Holdings, Inc.

October 31, 2024

Page 3

Contract Agreement, by the Purchase Contract Agent; (3) the certificates representing the shares of Common Stock issuable pursuant to the Purchase Contracts will be in the form or in substantially the form currently used by the Company for shares of Common Stock issued in certificated form, and a direct registration advice will be in the form or in substantially the form used by the Registrar and Transfer Agent for shares of Common Stock issued without certificates; and (4) 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 heading “Legal Opinions” and in the Prospectus Supplement under the heading “Material United States Federal Income Tax Consequences,” 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 October 31, 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

DB1/ 152267956.4

Cover Page	Oct. 31, 2024
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Oct. 31, 2024
Entity File Number	1-8841
Entity Registrant Name	NEXTERA ENERGY, INC.
Entity Tax Identification Number	59-2449419
Entity Address, Address Line One	700 Universe Boulevard
Entity Address, City or Town	Juno Beach
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33408
City Area Code	561
Local Phone Number	694-4000
Entity Incorporation, State or Country Code	FL
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000753308
Amendment Flag	false
Common Stock [Member]
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, $0.01 Par Value
Trading Symbol	NEE
Security Exchange Name	NYSE
Corporate Units 6.926% [Member]
Entity Information [Line Items]
Title of 12(b) Security	6.926% Corporate Units
Trading Symbol	NEE.PRR
Security Exchange Name	NYSE
Corporate Units 7.299%
Entity Information [Line Items]
Title of 12(b) Security	7.299% Corporate Units
Trading Symbol	NEE.PRS
Security Exchange Name	NYSE
Corporate Units
Entity Information [Line Items]
Title of 12(b) Security	7.234% Corporate Units
Trading Symbol	NEE.PRT
Security Exchange Name	NYSE

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