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NEXTERA ENERGY INC Capital/Financing Update 2021

Dec 14, 2021

29810_rns_2021-12-14_1dbe055f-09df-43ad-a17f-c77283861c6d.zip

Capital/Financing Update

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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: December 14, 2021

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
4.872% Corporate Units NEE.PRO New York Stock Exchange
5.279% Corporate Units NEE.PRP New York Stock Exchange
6.219% Corporate Units NEE.PRQ 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 December 14, 2021, NextEra Energy Capital Holdings Inc., a wholly-owned subsidiary of NextEra Energy, Inc. (NEE), sold $600 million principal amount of its Series P Junior Subordinated Debentures due March 15, 2082 (Junior Subordinated Debentures). The Junior Subordinated Debentures bear interest at a rate of 3.800% to March 15, 2027 and thereafter will bear interest at a rate equal to the Five-Year Treasury Rate plus 2.547%, reset every five years. The Junior Subordinated Debentures are guaranteed on a subordinated basis by NEE. The Junior Subordinated Debentures 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 to report as exhibits certain documents in connection with the sale of the Junior Subordinated Debentures.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number Description
4 Officer's Certificate of NextEra Energy Capital Holdings, Inc., dated December 14, 2021, creating the Series P Junior Subordinated Debentures due March 15, 20 82
5(a) Opinion and Consent, dated December 14, 2021, of Squire Patton Boggs (US) LLP, counsel to NextEra Energy, Inc. and NextEra Energy Capital Holdings, Inc., with respect to the Junior Subordinated Debentures
5(b) and 8 Opinion and Consent, dated December 14, 2021, of Morgan, Lewis & Bockius LLP, counsel to NextEra Energy, Inc. and NextEra Energy Capital Holdings, Inc., with respect to the Junior Subordinated Debentures
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 registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: December 14, 2021

NEXTERA ENERGY, INC.

(Registrant)

JAMES M. MAY
James M. May Vice President, Controller and Chief Accounting Officer