Filed Pursuant to Rule 433
Registration Nos. 333-254632
and 333-254632-02
NextEra Energy Capital Holdings, Inc.
Pricing Term Sheet
December 8, 2021
| Issuer: | NextEra Energy Capital Holdings, Inc. | |
| Designations: | 1.875% Debentures, Series due January 15, 2027 (“2027 Debentures”) | |
| 2.440% Debentures, Series due January 15, 2032 (“2032 Debentures”) | ||
| 3.000% Debentures, Series due January 15, 2052 (“2052 Debentures”) | ||
| Registration Format: | SEC Registered | |
| Principal Amount: | 2027 Debentures: | $1,000,000,000 |
| 2032 Debentures: | $1,000,000,000 | |
| 2052 Debentures: | $500,000,000 | |
| Date of Maturity: | 2027 Debentures: | January 15, 2027 |
| 2032 Debentures: | January 15, 2032 | |
| 2052 Debentures: | January 15, 2052 | |
| Interest Payment Dates: | Semi-annually in arrears on January 15 and July 15 of each year, beginning July 15, 2022 | |
| Coupon Rate: | 2027 Debentures: | 1.875% |
| 2032 Debentures: | 2.440% | |
| 2052 Debentures: | 3.000% | |
| Price to Public: | 2027 Debentures: | 99.931% of the principal amount thereof |
| 2032 Debentures: | 99.972% of the principal amount thereof | |
| 2052 Debentures: | 99.781% of the principal amount thereof | |
| Benchmark Treasury: | 2027 Debentures: | 1.250% due November 30, 2026 |
| 2032 Debentures: | 1.375% due November 15, 2031 | |
| 2052 Debentures: | 2.000% due August 15, 2051 | |
| Benchmark Treasury Yield: | 2027 Debentures: | 1.269% |
| 2032 Debentures: | 1.523% | |
| 2052 Debentures: | 1.891% | |
| Spread to Benchmark Treasury Yield: | 2027 Debentures: | 62 basis points |
| 2032 Debentures: | 92 basis points | |
| 2052 Debentures: | 112 basis points | |
| Reoffer Yield: | 2027 Debentures: | 1.889% |
| 2032 Debentures: | 2.443% | |
| 2052 Debentures: | 3.011% | |
| Optional Redemption: | 2027 Debentures: Prior to December 15, 2026 (the “2027 Debentures 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 2027 Debentures matured on the 2027 Debentures Par Call Date) on a semi-annual basis at the Treasury Rate plus 10 basis points less (b) interest accrued to the redemption date, and (2) 100% of the principal amount of the 2027 Debentures to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date. On or after the 2027 Debentures Par Call Date, redeemable at any time at a redemption price equal to 100% of the principal amount of the 2027 Debentures being redeemed plus accrued and unpaid interest thereon to the redemption date. | |
| 2032 Debentures: Prior to October 15, 2031 (the “2032 Debentures 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 2032 Debentures matured on the 2032 Debentures 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 2032 Debentures to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date. On or after the 2032 Debentures Par Call Date, redeemable at any time at a redemption price equal to 100% of the principal amount of the 2032 Debentures being redeemed plus accrued and unpaid interest thereon to the redemption date. | ||
| 2052 Debentures: Prior to July 15, 2051 (the “2052 Debentures 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 2052 Debentures matured on the 2052 Debentures 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 2052 Debentures to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date. On or after the 2052 Debentures Par Call Date, redeemable at any time at a redemption price equal to 100% of the principal amount of the 2052 Debentures being redeemed plus accrued and unpaid interest thereon to the redemption date. | ||
| Trade Date: | December 8, 2021 | |
| Settlement Date:* | December 13, 2021 (T+3) | |
| CUSIP / ISIN Number: | 2027 Debentures: | 65339K BY5/US65339KBY55 |
| 2032 Debentures: | 65339K BZ2/US65339KBZ21 | |
| 2052 Debentures: | 65339K CA6/US65339KCA60 | |
Expected Credit Ratings:**
| Moody’s Investors Service Inc. | “Baa1” (stable) | |
| S&P Global Ratings | “BBB+” (stable) | |
| Fitch Ratings, Inc. | “A-” (stable) |
Joint Book-Running Managers:
BofA Securities, Inc.
Credit Suisse Securities (USA) LLC
Goldman Sachs & Co. LLC
J.P. Morgan Securities LLC
MUFG Securities Americas Inc.
Scotia Capital (USA) Inc.
BMO Capital Markets Corp.
BNY Mellon Capital Markets, LLC
CIBC World Markets Corp.
Fifth Third Securities, Inc.
KeyBanc Capital Markets Inc.
Mizuho Securities USA LLC
PNC Capital Markets LLC
Regions Securities LLC
Santander Investment Securities Inc.
SMBC Nikko Securities America, Inc.
TD Securities (USA) LLC
U.S. Bancorp Investments, Inc.
Co-Managers
ANZ Securities, Inc.
Commerz Markets LLC
Cowen and Company, LLC
DNB Markets, Inc.
Hancock Whitney Investment Services, Inc.
Huntington Securities, 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.
SG Americas Securities, LLC
Siebert Williams Shank & Co., LLC
Synovus Securities, Inc.
Junior Co-Managers
Cabrera Capital Markets LLC
C.L. King & Associates, Inc.
Drexel Hamilton, LLC
Guzman & Company
MFR Securities, Inc.
R. Seelaus & Co., LLC
The term “Treasury Rate” has the meaning ascribed to that terms in the Issuer’s Preliminary Prospectus Supplement, dated December 8, 2021.
| * | It is expected that delivery of each of the 2027 Debentures, 2032 Debentures and 2052 Debentures (collectively, the “Debentures”) will be made against payment therefor on or about December 13, 2021, which will be the third business day following the date of pricing of each series of Debentures. 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 Debentures initially will settle in T+3, purchasers who wish to trade the Debentures on the date of pricing of the Debentures 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 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 BofA Securities, Inc. toll-free at 1-800-294-1322, Credit Suisse Securities (USA) LLC toll-free at 1-800-221-1037, Goldman Sachs & Co. LLC toll-free at 1-866-471-2526, J.P. Morgan Securities LLC collect at 1-212-834-4533, MUFG Securities Americas Inc. toll-free at 1-877- 649-6848 or Scotia Capital (USA) Inc. toll-free at 1-800-372-3930.