Filed Pursuant to Rule 424(b)(2)
Registration Nos. 333-254632 and 333-254632-02
PROSPECTUS SUPPLEMENT
(To prospectus dated March 23, 2021)
NextEra Energy Capital Holdings, Inc.
$275,000,000 4.30% Debentures, Series due 2062
The Debentures will be Absolutely, Irrevocably and
Unconditionally Guaranteed by
NextEra Energy, Inc.
NextEra Energy Capital Holdings, Inc. (“NEE Capital”) will pay interest semi-annually on the 4.30% Debentures, Series due 2062 (the “Debentures”) on March 24 and September 24 of each year, beginning September 24, 2022. NEE Capital may redeem the Debentures, at its option, at the times and redemption prices described in this prospectus supplement.
NEE Capital’s corporate parent, NextEra Energy, Inc. (“NEE”), has agreed to absolutely, irrevocably and unconditionally guarantee the payment of principal, interest and premium, if any, on the Debentures. The Debentures and the guarantee are unsecured and unsubordinated and rank equally with other unsecured and unsubordinated indebtedness from time to time outstanding of NEE Capital and NEE, respectively.
See “Risk Factors” beginning on page S-1 of this prospectus supplement to read about certain factors you should consider before making an investment in the Debentures. Neither the Securities and Exchange Commission nor any other securities commission in any jurisdiction has approved or disapproved of the Debentures or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
| | | Per Debenture | | | Total | |
Price to Public(1) | | | | | 100.00% | | | | | $ | 275,000,000 | | |
Underwriting Commission | | | | | 0.10% | | | | | $ | 275,000 | | |
Proceeds to NEE Capital (before expenses)(2) | | | | | 99.30% | | | | | $ | 273,075,000 | | |
(1)
Plus accrued interest, if any, from March 24, 2022, to the date of delivery.
(2)
The net proceeds to NEE Capital reflect the price to public set forth above as reduced by (a) the underwriting commission set forth above and (b) an aggregate fee of $1,650,000 that NEE Capital will pay to Morgan Stanley & Co. LLC, BNP Paribas SA, Taipei Branch, Credit Agricole Corporate and Investment Bank, Taipei Branch and J.P. Morgan Securities LLC in connection with structuring services that they provided in connection with the Debentures. Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC, as entities not licensed in the Republic of China (“ROC”), have not offered or sold, and will not subscribe for, underwrite or sell, any of the Debentures offered by this prospectus supplement.
Application will be made to the Taipei Exchange (the “TPEx”) for the listing of, and permission to deal in, the Debentures by way of debt issues to professional institutional investors as defined under Paragraph 2, Article 4 of the Financial Consumer Protection Act of the ROC only and such permission is expected to become effective on or about March 24, 2022. The TPEx is not responsible for the contents of this prospectus supplement or the accompanying prospectus and no representation is made by the TPEx as to the accuracy or completeness of this prospectus supplement or the accompanying prospectus. The TPEx expressly disclaims any and all liability for any losses arising from, or as a result of the reliance on, all or part of the contents of this prospectus supplement and the accompanying prospectus. Admission to the listing and trading of the Debentures on the TPEx shall not be taken as an indication of the merits of NEE Capital, NEE or the Debentures. No assurance can be given that such applications will be granted.
The Debentures have not been, and shall not be, offered, sold or resold, directly or indirectly, to investors other than “professional institutional investors” as defined under Paragraph 2, Article 4 of the Financial Consumer Protection Act of the ROC, which currently include: (i) overseas or domestic banks, securities firms, futures firms and insurance companies (excluding insurance agencies, insurance brokers and insurance surveyors), the foregoing as further defined in more detail in Paragraph 3 of Article 2 of the Organization Act of the Financial Supervisory Commission of the ROC, (ii) overseas or domestic fund management companies, government investment institutions, government funds, pension funds, mutual funds, unit trusts, and funds managed by financial service enterprises pursuant to the ROC Securities Investment Trust and Consulting Act, the ROC Futures Trading Act or the ROC Trust Enterprise Act or investment assets mandated and delivered by or transferred for trust by financial consumers, and (iii) other institutions recognized by the Financial Supervisory Commission of the ROC. Purchasers of the Debentures are not permitted to sell or otherwise dispose of the Debentures except by transfer to a professional institutional investor.
The Debentures are expected to be delivered in book-entry only form through Euroclear Bank SA/NV, as operator of the Euroclear System, and/or Clearstream Banking, société anonyme, against payment in New York, New York on or about March 24, 2022.
Joint Bookrunning Managers
Morgan Stanley Taiwan Limited
| BNP Paribas, Taipei Branch | | | Credit Agricole Corporate and Investment Bank, Taipei Branch | |
J.P. Morgan Securities (Taiwan) Limited
The date of this prospectus supplement is March 10, 2022.