Filed Pursuant to Rule 433
Registration No. 333-254632-01
Florida Power & Light Company
Pricing Term Sheet
February 28, 2023
| Issuer: | Florida Power & Light Company | |
| Designations: | First Mortgage Bonds, 5.05% Series due April 1, 2028 (“2028 Offered Bonds”) | |
| First Mortgage Bonds, 5.10% Series due April 1, 2033 (“2033 Offered Bonds”) | ||
| First Mortgage Bonds, 5.30% Series due April 1, 2053 (“2053 Offered Bonds”, and together with the 2028 Offered Bonds and 2033 Offered Bonds, the “Bonds”) | ||
| Registration Format: | SEC Registered | |
| Principal Amount: | 2028 Offered Bonds: | $1,000,000,000 |
| 2033 Offered Bonds: | $750,000,000 | |
| 2053 Offered Bonds: | $750,000,000 | |
| Date of Maturity: | 2028 Offered Bonds: | April 1, 2028 |
| 2033 Offered Bonds: | April 1, 2033 | |
| 2053 Offered Bonds: | April 1, 2053 | |
| Interest Payment Dates: | Semi-annually in arrears on April 1 and October 1, beginning October 1, 2023 | |
| Coupon Rate: | 2028 Offered Bonds: | 5.05% |
| 2033 Offered Bonds: | 5.10% | |
| 2053 Offered Bonds: | 5.30% | |
| Price to Public: | 2028 Offered Bonds: | 99.870% of the principal amount thereof |
| 2033 Offered Bonds: | 99.838% of the principal amount thereof | |
| 2053 Offered Bonds: | 99.502% of the principal amount thereof | |
| Benchmark Treasury: | 2028 Offered Bonds: | 4.000% due February 29, 2028 |
| 2033 Offered Bonds: | 3.500% due February 15, 2033 | |
| 2053 Offered Bonds: | 4.000% due November 15, 2052 | |
| Benchmark Treasury Yield: | 2028 Offered Bonds: | 4.178% |
| 2033 Offered Bonds: | 3.920% | |
| 2053 Offered Bonds: | 3.933% | |
| Spread to Benchmark | ||
| Treasury Yield: | 2028 Offered Bonds: | 90 basis points |
| 2033 Offered Bonds: | 120 basis points | |
| 2053 Offered Bonds: | 140 basis points | |
| Reoffer Yield: | 2028 Offered Bonds: | 5.078% |
| 2033 Offered Bonds: | 5.120% | |
| 2053 Offered Bonds: | 5.333% | |
| Optional Redemption: | 2028 Offered Bonds: Prior to March 1, 2028 (the “2028 Offered Bonds Par Call Date”) redeemable at any time at a redemption price equal to the greater of (1)(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the 2028 Offered Bonds matured on the 2028 Offered Bonds Par Call Date) on a semi-annual basis at the Treasury Rate plus 15 basis points less (b) interest accrued to the redemption date, and (2) 100% of the principal amount of the 2028 Offered Bonds to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date. On or after the 2028 Offered Bonds Par Call Date, redeemable at any time at a redemption price equal to 100% of the principal amount of the 2028 Offered Bonds being redeemed plus accrued and unpaid interest thereon, if any, to the redemption date. | |
| 2033 Offered Bonds: Prior to January 1, 2033 (the “2033 Offered Bonds Par Call Date”) redeemable at any time at a redemption price equal to the greater of (1)(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the 2033 Offered Bonds matured on the 2033 Offered Bonds Par Call Date) on a semi-annual basis at the Treasury Rate plus 20 basis points less (b) interest accrued to the redemption date, and (2) 100% of the principal amount of the 2033 Offered Bonds to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date. On or after the 2033 Offered Bonds Par Call Date, redeemable at any time at a redemption price equal to 100% of the principal amount of the 2033 Offered Bonds being redeemed plus accrued and unpaid interest thereon, if any, to the redemption date. | ||
| 2053 Offered Bonds: Prior to October 1, 2052 (the “2053 Offered Bonds Par Call Date”) redeemable at any time at a redemption price equal to the greater of (1)(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the 2053 Offered Bonds matured on the 2053 Offered Bonds Par Call Date) on a semi-annual basis at the Treasury Rate plus 25 basis points less (b) interest accrued to the redemption date, and (2) 100% of the principal amount of the 2053 Offered Bonds to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date. On or after the 2053 Offered Bonds Par Call Date, redeemable at any time at a redemption price equal to 100% of the principal amount of the 2053 Offered Bonds being redeemed plus accrued and unpaid interest thereon, if any, to the redemption date. | ||
| Trade Date: | February 28, 2023 | |
| Settlement Date: | March 3, 2023 (T+3)* | |
| CUSIP / ISIN Number: | 2028 Offered Bonds: | 341081 GK7 / US341081GK75 |
| 2033 Offered Bonds: | 341081 GL5 / US341081GL58 | |
| 2053 Offered Bonds: | 341081 GM3 / US341081GM32 | |
Expected Credit Ratings:**
| Moody’s Investors Service Inc. | “Aa2” (stable) |
| S&P Global Ratings | “A+” (stable) |
| Fitch Ratings, Inc. | “AA-” (stable) |
Joint Book-Running Managers:
BNP Paribas Securities Corp.
Citigroup Global Markets Inc.
Credit Agricole Securities (USA) Inc.
Goldman, Sachs & Co. LLC
KeyBanc Capital Markets Inc.
Mizuho Securities USA LLC
ANZ Securities, Inc.
Barclays Capital Inc.
BBVA Securities Inc.
BofA Securities, Inc.
Credit Suisse Securities (USA) LLC
Fifth Third Securities, Inc.
J.P. Morgan Securities LLC
Morgan Stanley & Co. LLC
MUFG Securities Americas Inc.
PNC Capital Markets LLC
RBC Capital Markets, LLC
Regions Securities LLC
Santander US Capital Markets LLC
SMBC Nikko Securities America, Inc.
Truist Securities, Inc.
U.S. Bancorp Investments, Inc.
Wells Fargo Securities, LLC
Co-Managers:
Academy Securities, Inc.
Commerz Markets LLC
DNB Markets, Inc.
DZ Financial Markets LLC
Hancock Whitney Investment Services, Inc.
HSBC Securities (USA) Inc.
Huntington Securities, Inc.
Intesa Sanpaolo S.p.A.
Loop Capital Markets LLC
Mischler Financial Group, Inc.
nabSecurities, LLC
Natixis Securities Americas LLC
SG Americas Securities, LLC
Siebert Williams Shank & Co., LLC
WR Securities, LLC
Junior Co-Managers:
C.L. King & Associates, Inc.
Drexel Hamilton, LLC
Guzman & Company
MFR Securities, Inc.
R. Seelaus & Co., LLC
| * | It is expected that delivery of the Bonds will be made against payment therefor on or about March 3, 2023, which will be the third business day following the date of pricing of the Bonds. Under Rule 15c6-1 of the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, by virtue of the fact that the Bonds initially will settle in T+3, purchasers who wish to trade the Bonds on the date of pricing of the Bonds should specify an extended settlement cycle at the time they enter into any such trade to prevent failed settlement and should consult their own advisors. |
| ** | A security rating is not a recommendation to buy, sell or hold securities and should be evaluated independently of any other rating. The rating is subject to revision or withdrawal at any time by the assigning rating organization. |
The term “Treasury Rate” has the meaning ascribed to such term in the Issuer’s Preliminary Prospectus Supplement, dated February 28, 2023.
The Issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling BNP Paribas Securities Corp. toll-free at (800) 854-5674, Citigroup Global Markets Inc. toll-free at (800) 831-9146, Credit Agricole Securities (USA) Inc. toll-free at 1-866-807-6030, Goldman Sachs & Co. LLC toll-free at (866) 471-2526, KeyBanc Capital Markets Inc. toll-free at (866) 227-6479 or Mizuho Securities USA LLC toll-free at (866) 271-7403.