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| Share Name | Share Symbol | Market | Type |
|---|---|---|---|
| NextEra Energy Partners LP | NYSE:NEP | NYSE | Common Stock |
| Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 17.47 | 17.73 | 17.44 | 17.68 | 692,904 | 22:00:00 |
As filed with the Securities and Exchange Commission on October 23, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NextEra Energy Partners, LP
(Exact name of registrant as specified in its charter)
| Delaware | 30-0818558 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| 700 Universe Boulevard Juno Beach, Florida |
33408 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
NextEra Energy Partners, LP 2024 Long Term Incentive Plan
(Full title of the plan)
Charles E. Sieving, Esq.
General Counsel
NextEra Energy Partners, LP
700 Universe Boulevard
Juno Beach, Florida 33408
(Name and address of agent for service)
(561) 694-4000
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
| 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 7(a)(2)(B) of the Securities Act. ☐
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
| * | The documents containing the information specified in Part I of this registration statement will be sent or given to participants in the NextEra Energy Partners, LP 2024 Long Term Incentive Plan. Such documents are not required to be, and are not, filed with the Securities and Exchange Commission (the “SEC”), either as part of this registration statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act of 1933, as amended (the “Securities Act”). These documents and the documents incorporated by reference pursuant to Item 3 of Part II of this registration statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. |
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
NextEra Energy Partners, LP (referred to herein as “NEP,” “we,” “us,” “our” and “registrant”) incorporates by reference herein the following documents filed by NEP with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than any portion of such documents or information therein deemed to have been furnished and not filed in accordance with SEC rules:
| • | our Annual Report on Form 10-K for the year ended December 31, 2023 (including the portions of our Definitive Proxy Statement on Schedule 14A filed with the SEC on March 5, 2024 that are incorporated by reference into Part III of such Annual Report on Form 10-K); |
| • | our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2024, June 30, 2024 and September 30, 2024; |
| • | our Current Report on Form 8-K filed with the SEC on May 6, 2024; and |
| • | the description of our common units representing limited partnership interests in NEP contained in Exhibit 4.11 to our Annual Report on Form 10-K for the year ended December 31, 2023, and including any further amendment or report filed for the purpose of updating such description. |
In addition, all documents filed by NEP pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than, in each case, documents or information therein deemed to have been furnished and not filed in accordance with SEC rules, unless specifically incorporated by reference into this registration statement) subsequent to the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference herein. All such incorporated documents shall be deemed to be a part of this registration statement from the dates of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated by reference into this registration statement shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained in this registration statement or in any other subsequently filed document which also is or is deemed to be incorporated into this registration statement modifies or supersedes that statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.
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Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
NextEra Energy Partners, LP
Subject to any terms, conditions or restrictions set forth in the partnership agreement, Section 17-108 of the Delaware Revised Uniform Limited Partnership Act empowers a Delaware limited partnership to indemnify and hold harmless any partner or other person from and against any and all claims and demands whatsoever. As permitted by the Delaware Revised Uniform Limited Partnership Act and pursuant to our partnership agreement, we will generally indemnify our and our general partner’s officers, directors and affiliates to the fullest extent permitted by the law against all losses, claims, damages or similar events.
Our general partner has entered into indemnification agreements with our directors under which it has agreed to indemnify such persons against all expenses and liabilities incurred or paid by such person in connection with any proceeding arising from the fact that such person is or was a director of us and to advance expenses as incurred by or on behalf of such person in connection therewith.
An affiliate of our general partner has purchased insurance against liabilities asserted against and expenses incurred by our directors and executive officers, as well as our general partner’s directors and executive officers, regardless of whether we would have the power to indemnify such persons against such liabilities under our partnership agreement.
NextEra Energy Partners GP, Inc.
Section 102(b)(7) of the General Corporation Law of the State of Delaware (the “DGCL”) allows a corporation to provide in its certificate of incorporation that directors and certain specified officers of the corporation will not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, as applicable, except where the director or officer, as applicable, breached the duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, solely with respect to a director, authorized the payment of a dividend or approved a stock repurchase in violation of the DGCL, obtained an improper personal benefit, or, solely with respect to an officer, in any action by or in the right of the corporation. Our general partner’s certificate of incorporation provides for this limitation of liability solely with respect to directors.
Section 145 of the DGCL (“Section 145”) provides that a Delaware corporation may indemnify any person who was, is or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer, director, employee or agent of such corporation or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was illegal. A Delaware corporation may indemnify any person who was, is or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation by reason of the fact that such person is or was a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, provided such person acted in good faith and in a
2
manner he or she reasonably believed to be in or not opposed to the corporation’s best interests, provided that no indemnification is permitted without judicial approval if the officer, director, employee or agent is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him or her against the expenses which such officer or director has actually and reasonably incurred.
Section 145 further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would otherwise have the power to indemnify him or her under Section 145.
Our general partner’s bylaws provide that it must indemnify its directors and officers to the fullest extent permitted by the DGCL and must also pay expenses incurred in defending any such proceeding in advance of its final disposition upon delivery of an undertaking, by or on behalf of an indemnified person, to repay all amounts so advanced if it should be determined ultimately that such person is not entitled to be indemnified.
The indemnification rights described above shall not be exclusive of any other right which an indemnified person may have or hereafter acquire under any statute, provision of our partnership agreement, our general partner’s certificate of incorporation, our general partner’s bylaws, agreement, vote of stockholders or disinterested directors or otherwise.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
We herewith file or incorporate by reference the exhibits listed below:
3
| * | Incorporated herein by reference as indicated. |
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Filing Fee Tables” table in the effective registration statement.
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
4
(h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
5
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Juno Beach, State of Florida, on the 23rd day of October, 2024.
| NEXTERA ENERGY PARTNERS, LP | ||||
| By: | /s/ John W. Ketchum | |||
| Name: | John W. Ketchum | |||
| Title: | Chairman of the Board and Chief Executive Officer | |||
Each person whose signature appears below constitutes and appoints Charles E. Sieving his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all successor registration statements relating to the same offering as this registration statement, including any filings pursuant to Rule 462 under the Securities Act of 1933, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or any of his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| /s/ John W. Ketchum John W. Ketchum |
Chairman of the Board, Chief Executive Officer (Principal Executive Officer) and Director |
October 23, 2024 | ||
| /s/ Brian W. Bolster Brian W. Bolster |
Chief Financial Officer (Principal Financial Officer) and Director |
October 23, 2024 | ||
| /s/ James M. May James M. May |
Controller and Chief Accounting Officer (Principal Accounting Officer) |
October 23, 2024 | ||
| /s/ Susan Davenport Austin Susan Davenport Austin |
Director | October 23, 2024 | ||
| /s/ Robert J. Byrne Robert J. Byrne |
Director | October 23, 2024 | ||
| /s/ Mark E. Hickson Mark E. Hickson |
Director | October 23, 2024 | ||
| /s/ Peter H. Kind Peter H. Kind |
Director | October 23, 2024 | ||
| /s/ Rebecca J. Kujawa Rebecca J. Kujawa |
Director | October 23, 2024 | ||
6
Exhibit 5
[Letterhead of Hogan Lovells US LLP]
October 23, 2024
Board of Directors
NextEra Energy Partners, LP
700 Universe Boulevard
Juno Beach, Florida 33408
Dear Board of Directors:
We are acting as counsel to NextEra Energy Partners, LP, a Delaware limited partnership (the “Registrant”), in connection with its registration statement on Form S-8 (the “Registration Statement”), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating to the proposed offering of up to 1,317,591 common units representing limited partnership interests in the Registrant (the “Common Units”), all of which Common Units are issuable pursuant to the NextEra Energy Partners, LP 2024 Long Term Incentive Plan (the “Plan”). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.
For purposes of this opinion letter, we have examined copies of such agreements, instruments and documents as we have deemed an appropriate basis on which to render the opinions hereinafter expressed. In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including PDFs). As to all matters of fact, we have relied on the representations and statements of fact made in the documents so reviewed, and we have not independently established the facts so relied on. This opinion letter is given, and all statements herein are made, in the context of the foregoing.
This opinion letter is based as to matters of law solely on the Delaware Revised Uniform Limited Partnership Act. We express no opinion herein as to any other statutes, rules or regulations.
Based upon, subject to and limited by the foregoing, we are of the opinion that following (i) effectiveness of the Registration Statement, (ii) issuance of the Common Units pursuant to the terms of the Plan and (iii) receipt by the Registrant of the consideration for the Common Units specified in the applicable resolutions of the Board of Directors or a duly authorized committee thereof and in the Plan, the Common Units will be validly issued, and holders of the Common Units will have no obligation to make any further payments or contributions to the Registrant or its creditors solely by reason of their ownership of such Common Units.
This opinion letter has been prepared for use in connection with the Registration Statement. We assume no obligation to advise of any changes in the foregoing subsequent to the effective date of the Registration Statement.
We hereby consent to the filing of this opinion letter as Exhibit 5 to the Registration Statement. In giving this consent, we do not thereby admit that we are an “expert” within the meaning of the Securities Act.
Very truly yours,
/s/ Hogan Lovells US LLP
HOGAN LOVELLS US LLP
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 20, 2024, relating to the consolidated financial statements of NextEra Energy Partners, LP and subsidiaries (NEP) and the effectiveness of NEP’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of NEP for the year ended December 31, 2023.
| /s/ Deloitte & Touche LLP |
| Boca Raton, Florida |
| October 23, 2024 |
| Security Type | Security Class Title |
Fee Calculation Rule |
Amount Registered (1) |
Proposed Maximum Offering Price Per Unit (2) |
Maximum Aggregate Offering Price (2) |
Fee Rate |
Amount of Registration Fee | |||||||
| $ |
$ |
$ |
$ | |||||||||||
| Total Offering Amounts | $ |
$ | ||||||||||||
| Total Fee Offsets | ||||||||||||||
| Net Fee Due | $ | |||||||||||||
| (1) | This registration statement covers the offering of 1,317,591 common units representing limited partnership interests in NextEra Energy Partners, LP (the “common units”), to be issued pursuant to the NextEra Energy Partners, LP 2024 Long Term Incentive Plan (the “Plan”). Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers an indeterminate number of common units which, by reason of changes in the capitalization of the registrant and other events specified in the Plan, may become subject to the Plan. |
| (2) | Estimated in accordance with Rules 457(c) and 457(h) under the Securities Act, solely for purposes of calculating the registration fee, based on the average of the high and low prices per common unit on October 1 8 , 2024, as reported on the New York Stock Exchange. |
Submission |
Oct. 22, 2024 |
|---|---|
| Submission [Line Items] | |
| Central Index Key | 0001603145 |
| Registrant Name | NextEra Energy Partners, LP |
| Form Type | S-8 |
| Submission Type | S-8 |
| Fee Exhibit Type | EX-FILING FEES |
Offerings - Offering: 1 |
Oct. 22, 2024
USD ($)
shares
|
||||
|---|---|---|---|---|---|
| Offering: | |||||
| Fee Previously Paid | false | ||||
| Other Rule | true | ||||
| Security Type | Equity | ||||
| Security Class Title | Common units, representing limited partnership interests | ||||
| Amount Registered | shares | 1,317,591 | ||||
| Proposed Maximum Offering Price per Unit | 26.04 | ||||
| Maximum Aggregate Offering Price | $ 34,310,070 | ||||
| Fee Rate | 0.01531% | ||||
| Amount of Registration Fee | $ 5,253 | ||||
| Offering Note |
|
Fees Summary |
Oct. 22, 2024
USD ($)
|
|---|---|
| Fees Summary [Line Items] | |
| Total Offering | $ 34,310,070 |
| Total Fee Amount | 5,253 |
| Total Offset Amount | 0 |
| Net Fee | $ 5,253 |
1 Year NextEra Energy Partners Chart |
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