Form FWP - Filing under Securities Act Rules 163/433 of free writing prospectuses
05 February 2025 - 9:27AM
Edgar (US Regulatory)
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Filed Pursuant to Rule 433
Registration Nos. 333-278184
and 333-278184-02 |
NextEra Energy Capital Holdings, Inc.
Pricing Term Sheet
February 4, 2025
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Issuer: |
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NextEra Energy Capital Holdings, Inc. |
Designations: |
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Series S Junior Subordinated Debentures due August 15, 2055 (Series S Junior
Subordinated Debentures) |
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Series T Junior Subordinated Debentures due August 15, 2055 (Series T Junior
Subordinated Debentures and together with the Series S Junior Subordinated Debentures, the Junior Subordinated Debentures) |
Registration Format: |
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SEC Registered |
Principal Amount: |
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Series S Junior Subordinated Debentures: |
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$1,500,000,000 |
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Series T Junior Subordinated Debentures: |
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$1,000,000,000 |
Date of Maturity: |
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August 15, 2055 |
Interest Payment Dates: |
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Semi-annually in arrears on February 15 and August 15, beginning August 15,
2025 |
Coupon Rate: |
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Series S Junior Subordinated Debentures: (i) from and including the date of original issuance
to but excluding August 15, 2030 (Series S Junior Subordinated Debentures First Interest Reset Date) at an annual rate of 6.375% and (ii) from and including the Series S Junior Subordinated Debentures First Interest Reset Date
during each Interest Reset Period at an annual rate equal to the Five-Year Treasury Rate as of the most recent Reset Interest Determination Date plus 2.053%; provided, that the interest rate during any Interest Reset Period for the Series S
Junior Subordinated Debentures will not reset below 6.375% (which equals the initial interest rate on the Series S Junior Subordinated Debentures). |
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Series T Junior Subordinated Debentures: (i) from and including the date of original issuance
to but excluding August 15, 2035 (Series T Junior Subordinated Debentures First Interest Reset Date) at an annual rate of 6.500% and (ii) from and including the Series T Junior Subordinated Debentures First Interest Reset Date
during each Interest Reset Period at an annual rate equal to the |
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Five-Year Treasury Rate as of the most recent Reset Interest Determination Date plus 1.979%; provided, that the
interest rate during any Interest Reset Period for the Series T Junior Subordinated Debentures will not reset below 6.500% (which equals the initial interest rate on the Series T Junior Subordinated Debentures) |
Optional Deferral: |
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Maximum of 10 consecutive years per deferral |
Price to Public: |
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Series S Junior Subordinated Debentures: |
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100.000% of the principal amount thereof |
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Series T Junior Subordinated Debentures: |
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100.000% of the principal amount thereof |
Optional Redemption: |
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Series S Junior Subordinated Debentures: In whole or in part (i) on any day in the period
commencing on the date falling 90 days prior to the Series S Junior Subordinated Debentures First Interest Reset Date and ending on and including the Series S Junior Subordinated Debentures First Interest Reset Date and (ii) after the
Series S Junior Subordinated Debentures First Interest Reset Date, on any interest payment date, at 100% of the principal amount of the Series S Junior Subordinated Debentures to be redeemed, plus, in either case, accrued and unpaid interest
thereon to the redemption date |
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Series T Junior Subordinated Debentures: In whole or in part (i) on any day in the period
commencing on the date falling 90 days prior to the Series T Junior Subordinated Debentures First Interest Reset Date and ending on and including the Series T Junior Subordinated Debentures First Interest Reset Date and (ii) after the
Series T Junior Subordinated Debentures First Interest Reset Date, on any interest payment date, at 100% of the principal amount of the Series T Junior Subordinated Debentures to be redeemed, plus, in either case, accrued and unpaid interest
thereon to the redemption date |
Call for Tax Event: |
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In whole but not in part, at 100% of the principal amount plus accrued and unpaid interest thereon to the redemption date |
Call for Rating Agency Event: |
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In whole but not in part, at 102% of the principal amount plus accrued and unpaid interest thereon to the redemption date |
Trade Date: |
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February 4, 2025 |
Settlement Date: |
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February 6, 2025 (T+2) |
CUSIP / ISIN Number: |
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Series S Junior Subordinated Debentures: |
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65339K DE7/ US65339KDE73 |
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Series T Junior Subordinated Debentures: |
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65339K DF4/ US65339KDF49 |
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Expected Credit Ratings:* |
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Moodys Investors Service Inc. |
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Baa2 (stable) |
S&P Global Ratings |
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BBB (stable) |
Fitch Ratings, Inc. |
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BBB (stable) |
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Joint Book-Running Managers: |
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BofA Securities, Inc.
J.P. Morgan Securities LLC
Mizuho Securities USA LLC
RBC Capital Markets, LLC
Santander US Capital Markets LLC
Scotia Capital (USA) Inc.
Truist Securities, Inc.
Wells Fargo Securities, LLC
ANZ Securities, Inc.
Barclays Capital Inc.
BBVA Securities Inc. BMO
Capital Markets Corp. BNP Paribas Securities Corp.
BNY Mellon Capital Markets, LLC
Citigroup Global Markets Inc.
Commerz Markets LLC
Credit Agricole Securities (USA) Inc.
Goldman Sachs & Co. LLC
KeyBanc Capital Markets Inc.
Morgan Stanley & Co. LLC
MUFG Securities Americas Inc.
Natixis Securities Americas LLC
SG Americas Securities, LLC
SMBC Nikko Securities America, Inc.
TD Securities (USA) LLC
U.S. Bancorp Investments, Inc. |
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Co-Manager: |
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WR Securities, LLC |
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* |
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 terms
Five-Year Treasury Rate, Interest Reset Period, Rating Agency Event, Reset Interest Determination Date and Tax Event have the meanings ascribed to each such term in the Issuers
Preliminary Prospectus Supplement, dated February 4, 2025.
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 (800) 294-1322 or by email at dg.prospectus_requests@bofa.com; J.P. Morgan Securities LLC collect at (212) 834-4533; Mizuho
Securities USA LLC toll-free at (866) 271-7403; RBC Capital Markets, LLC toll-free at (866) 375-6829; Santander US Capital Markets LLC toll-free at (855) 403-3636; Scotia Capital (USA) Inc. toll-free at (800) 372-3930; Truist Securities, Inc. toll-free at
(800) 685-4786; or Wells Fargo Securities, LLC toll-free at (800) 645-3751.
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