Filed Pursuant to Rule 433
Registration No. 333-254632-01
Florida Power & Light Company
Pricing Term Sheet
May 15, 2023
| Issuer: | Florida Power & Light Company | |||
| Designations: | First Mortgage Bonds, 4.40% Series due May 15, 2028 (“2028 Offered Bonds”) | |||
| First Mortgage Bonds, 4.625% Series due May 15, 2030 (“2030 Offered Bonds”) | ||||
| First Mortgage Bonds, 4.80% Series due May 15, 2033 (“2033 Offered Bonds”, and together with the 2028 Offered Bonds and 2030 Offered Bonds, the “Bonds”) | ||||
| Registration Format: | SEC Registered | |||
| Principal Amount: | 2028 Offered Bonds: | $750,000,000 | ||
| 2030 Offered Bonds: | $500,000,000 | |||
| 2033 Offered Bonds: | $750,000,000 | |||
| Date of Maturity: | 2028 Offered Bonds: | May 15, 2028 | ||
| 2030 Offered Bonds: | May 15, 2030 | |||
| 2033 Offered Bonds: | May 15, 2033 |
| Interest Payment Dates: | Semi-annually in arrears on May 15 and November 15, beginning November 15, 2023 | |||
| Coupon Rate: | 2028 Offered Bonds: | 4.40% | ||
| 2030 Offered Bonds: | 4.625% | |||
| 2033 Offered Bonds: | 4.80% | |||
| Price to Public: | 2028 Offered Bonds: | 99.934% of the principal amount thereof | ||
| 2030 Offered Bonds: | 99.959% of the principal amount thereof | |||
| 2033 Offered Bonds: | 99.969% of the principal amount thereof | |||
| Benchmark Treasury: | 2028 Offered Bonds: | 3.500% due April 30, 2028 | ||
| 2030 Offered Bonds: | 3.500% due April 30, 2030 | |||
| 2033 Offered Bonds: | 3.375% due May 15, 2033 | |||
| Benchmark Treasury Yield: | 2028 Offered Bonds: | 3.465% | ||
| 2030 Offered Bonds: | 3.482% | |||
| 2033 Offered Bonds: | 3.504% | |||
| Spread to Benchmark | ||||
| Treasury Yield: | 2028 Offered Bonds: | 95 basis points | ||
| 2030 Offered Bonds: | 115 basis points | |||
| 2033 Offered Bonds: | 130 basis points | |||
| Reoffer Yield: | 2028 Offered Bonds: | 4.415% | ||
| 2030 Offered Bonds: | 4.632% | |||
| 2033 Offered Bonds: | 4.804% |
| Optional Redemption: | 2028 Offered Bonds: Prior to March 15, 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. | |||
| 2030 Offered Bonds: Prior to March 15, 2030 (the “2030 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 2030 Offered Bonds matured on the 2030 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 2030 Offered Bonds to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date. On or after the 2030 Offered Bonds Par Call Date, redeemable at any time at a redemption price equal to 100% of the principal amount of the 2030 Offered Bonds being redeemed plus accrued and unpaid interest thereon, if any, to the redemption date. | ||||
| 2033 Offered Bonds: Prior to February 15, 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. | ||||
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| Trade Date: | May 15, 2023 | |||
| Settlement Date: | May 18, 2023 (T+3)* | |||
| CUSIP / ISIN Number: | 2028 Offered Bonds: | 341081 GN1 / US341081GN15 | ||
| 2030 Offered Bonds: | 341081 GP6 / US341081GP62 | |||
| 2033 Offered Bonds: | 341081 GQ4 / US341081GQ46 |
| 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: | ||||
| BBVA Securities Inc. | ||||
| BMO Capital Markets Corp. | ||||
| BofA Securities, Inc. | ||||
| J.P. Morgan Securities LLC | ||||
| RBC Capital Markets, LLC | ||||
| Santander US Capital Markets LLC | ||||
| Scotia Capital (USA) Inc. | ||||
| ANZ Securities, Inc. | ||||
| BNY Mellon Capital Markets, LLC | ||||
| CIBC World Markets Corp. | ||||
| Citigroup Global Markets Inc. | ||||
| Credit Agricole Securities (USA) Inc. | ||||
| Fifth Third Securities, Inc. | ||||
| Mizuho Securities USA LLC | ||||
| MUFG Securities Americas Inc. | ||||
| Regions Securities LLC | ||||
| SMBC Nikko Securities America, Inc. | ||||
| SG Americas Securities, LLC | ||||
| TD Securities (USA) LLC | ||||
| Truist Securities, Inc. | ||||
| U.S. Bancorp Investments, Inc. | ||||
| Wells Fargo Securities, LLC |
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| Co-Managers: | ||||
| Academy Securities, Inc. | ||||
| Commerz Markets LLC | ||||
| DNB Markets, Inc. | ||||
| HSBC Securities (USA) Inc. | ||||
| ICBC Standard Bank Plc | ||||
| Intesa Sanpaolo S.p.A. | ||||
| Loop Capital Markets LLC | ||||
| Mischler Financial Group, Inc. | ||||
| nabSecurities, LLC | ||||
| Natixis Securities Americas LLC | ||||
| Samuel A. Ramirez & Company, Inc. | ||||
| R. Seelaus & Co., LLC | ||||
| Siebert Williams Shank & Co., LLC | ||||
| Junior Co-Managers: | ||||
| Cabrera Capital Markets LLC | ||||
| C.L. King & Associates, Inc. | ||||
| Guzman & Company | ||||
| MFR Securities, Inc. |
| Concurrent Offering: | $500,000,000 principal amount of the Issuer’s 4.45% Notes, Series due May 15, 2026. The offerings are not contingent upon each other. |
| * | It is expected that delivery of the Bonds will be made against payment therefor on or about May 18, 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. |
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The term “Treasury Rate” has the meaning ascribed to such term in the Issuer’s Preliminary Prospectus Supplement, dated May 15, 2023, with respect to the Bonds.
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 BBVA Securities Inc. toll-free at (800) 422-8692, BMO Capital Markets Corp. toll-free at (866) 864-7760, BofA Securities, Inc. toll-free at (800) 294-1322, J.P. Morgan Securities LLC collect at (212) 834-4533, RBC Capital Markets, LLC toll-free at (866) 375-6829, Santander US Capital Markets LLC toll-free at (855) 403-3636 and Scotia Capital (USA) Inc. toll-free at (800) 372-3930.
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