JUNO BEACH, Fla., June 14, 2021 /PRNewswire/ -- NextEra Energy
Partners, LP (NYSE: NEP) today announced an offering of
$500 million in aggregate principal
amount of its convertible senior notes due 2024 (the "notes") in a
private placement to qualified institutional buyers pursuant to
Rule 144A under the Securities Act of 1933, as amended (the
"Securities Act").
Holders may convert all or a portion of their notes at any time
prior to their maturity date in principal amounts equal to
$1,000 or an integral multiple
thereof. Upon conversion, NextEra Energy Partners will pay cash up
to the aggregate principal amount of the notes to be converted and
pay or deliver, as the case may be, cash, NextEra Energy Partners
common units or a combination of cash and common units, at NextEra
Energy Partners' election, in respect of the remainder, if any, of
NextEra Energy Partners' conversion obligation in excess of the
aggregate principal amount of the notes being converted. The notes
will be fully and unconditionally guaranteed on a senior unsecured
basis by NextEra Energy Operating Partners, LP, a direct subsidiary
of NextEra Energy Partners.
NextEra Energy Partners intends to use the net proceeds from
this offering to fund a portion of its previously announced
acquisition of a 391-megawatt portfolio of wind projects, as well
as to pay the initial cost of the capped call transactions
described below. Any proceeds not immediately used for these
purposes may temporarily be invested in short-term instruments or
used for general partnership purposes.
In connection with the offering of the notes, NextEra Energy
Partners intends to enter into one or more capped call transactions
with the initial purchaser of the notes or its affiliate or other
financial institutions. If, upon conversion of the notes, the price
per unit of NextEra Energy Partners common units during the
relevant valuation period is above an agreed strike price, the
capped call transactions are expected to generally result in a
payment to NextEra Energy Partners (if the partnership elects to
cash settle) or to reduce the potential dilution to NextEra Energy
Partners common units (if the partnership elects to settle in
NextEra Energy Partners common units).
The offer and sale of notes, the guarantee and NextEra Energy
Partners common units, if any, issuable upon conversion of the
notes have not been registered under the Securities Act or the
securities laws of any other jurisdiction. Accordingly, the notes
are being offered and sold only to qualified institutional buyers
in reliance on Rule 144A under the Securities Act. The notes, the
guarantee and NextEra Energy Partners common units issuable upon
conversion of the notes are not transferable absent registration or
an applicable exemption from the registration requirements of the
Securities Act. This news release does not constitute an offer to
sell or a solicitation of an offer to buy the securities described
herein, nor shall there be any sale of these securities in any
state or jurisdiction in which such an offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities law of any such jurisdiction.
NextEra Energy Partners, LP
NextEra Energy Partners,
LP (NYSE: NEP) is a growth-oriented limited partnership formed by
NextEra Energy, Inc. (NYSE: NEE). NextEra Energy Partners acquires,
manages and owns contracted clean energy projects with stable,
long-term cash flows. Headquartered in Juno Beach, Florida, NextEra Energy Partners
owns interests in geographically diverse wind and solar projects in
the U.S. as well as natural gas infrastructure assets in
Texas and Pennsylvania.
Cautionary Statements and Risk Factors That
May Affect Future Results
This news release contains "forward-looking statements" within
the meaning of the federal securities laws. Forward-looking
statements are not statements of historical facts, but instead
represent the current expectations of NextEra Energy Partners, LP
(together with its subsidiaries, NEP) regarding future operating
results and other future events, many of which, by their nature,
are inherently uncertain and outside of NEP's control.
Forward-looking statements in this news release include, among
others, statements concerning adjusted EBITDA, cash available for
distributions (CAFD) and unit distribution expectations, as well as
statements concerning NEP's future operating performance and
financing needs. In some cases, you can identify the
forward-looking statements by words or phrases such as "will," "may
result," "expect," "anticipate," "believe," "intend," "plan,"
"seek," "aim," "potential," "projection," "forecast," "predict,"
"goals," "target," "outlook," "should," "would" or similar words or
expressions. You should not place undue reliance on these
forward-looking statements, which are not a guarantee of future
performance. The future results of NEP and its business and
financial condition are subject to risks and uncertainties that
could cause NEP's actual results to differ materially from those
expressed or implied in the forward-looking statements. These risks
and uncertainties could require NEP to limit or eliminate certain
operations. These risks and uncertainties include, but are not
limited to, the following: NEP's ability to make cash distributions
to its unitholders is affected by wind and solar conditions at its
renewable energy projects; Operation and maintenance of renewable
energy projects and pipelines involve significant risks that could
result in unplanned power outages, reduced output or capacity,
personal injury or loss of life; NEP's business, financial
condition, results of operations and prospects can be materially
adversely affected by weather conditions, including, but not
limited to, the impact of severe weather; NEP depends on certain of
the renewable energy projects and pipelines in its portfolio for a
substantial portion of its anticipated cash flows; NEP is pursuing
the repowering of wind projects and the expansion of natural gas
pipelines that will require up-front capital expenditures and
expose NEP to project development risks; Terrorist acts,
cyberattacks or other similar events could impact NEP's projects,
pipelines or surrounding areas and adversely affect its business;
The ability of NEP to obtain insurance and the terms of any
available insurance coverage could be materially adversely affected
by international, national, state or local events and
company-specific events, as well as the financial condition of
insurers. NEP's insurance coverage does not provide protection
against all significant losses; NEP relies on interconnection,
transmission and other pipeline facilities of third parties to
deliver energy from its renewable energy projects and to transport
natural gas to and from its pipelines. If these facilities become
unavailable, NEP's projects and pipelines may not be able to
operate or deliver energy or may become partially or fully
unavailable to transport natural gas; NEP's business is subject to
liabilities and operating restrictions arising from environmental,
health and safety laws and regulations, compliance with which may
require significant capital expenditures, increase NEP's cost of
operations and affect or limit its business plans; NEP's renewable
energy projects or pipelines may be adversely affected by
legislative changes or a failure to comply with applicable energy
and pipeline regulations; Petroleos Mexicanos (Pemex) may claim
certain immunities under the Foreign Sovereign Immunities Act and
Mexican law, and the Texas
pipeline entities' ability to sue or recover from Pemex for breach
of contract may be limited and may be exacerbated if there is a
deterioration in the economic relationship between the U.S. and
Mexico; NEP does not own all of
the land on which the projects in its portfolio are located and its
use and enjoyment of the property may be adversely affected to the
extent that there are any lienholders or land rights holders that
have rights that are superior to NEP's rights or the U.S. Bureau of
Land Management suspends its federal rights-of-way grants; NEP is
subject to risks associated with litigation or administrative
proceedings that could materially impact its operations, including,
but not limited to, proceedings related to projects it acquires in
the future; NEP's cross-border operations require NEP to comply
with anti-corruption laws and regulations of the U.S. government
and Mexico; NEP is subject to
risks associated with its ownership interests in projects or
pipelines that are under construction, which could result in its
inability to complete construction projects on time or at all, and
make projects too expensive to complete or cause the return on an
investment to be less than expected; NEP relies on a limited number
of customers and is exposed to the risk that they may be unwilling
or unable to fulfill their contractual obligations to NEP or that
they otherwise terminate their agreements with NEP; NEP may not be
able to extend, renew or replace expiring or terminated power
purchase agreements (PPA), natural gas transportation agreements or
other customer contracts at favorable rates or on a long-term
basis; If the energy production by or availability of NEP's
renewable energy projects is less than expected, they may not be
able to satisfy minimum production or availability obligations
under their PPAs; NEP's growth strategy depends on locating and
acquiring interests in additional projects consistent with its
business strategy at favorable prices; Reductions in demand for
natural gas in the United States
or Mexico and low market prices of
natural gas could materially adversely affect NEP's pipeline
operations and cash flows; Government laws, regulations and
policies providing incentives and subsidies for clean energy could
be changed, reduced or eliminated at any time and such changes may
negatively impact NEP's growth strategy; NEP's growth strategy
depends on the acquisition of projects developed by NextEra Energy,
Inc. (NEE) and third parties, which face risks related to project
siting, financing, construction, permitting, the environment,
governmental approvals and the negotiation of project development
agreements; Acquisitions of existing clean energy projects involve
numerous risks; NEP may continue to acquire other sources of clean
energy and may expand to include other types of assets. Any further
acquisition of non-renewable energy projects may present unforeseen
challenges and result in a competitive disadvantage relative to
NEP's more-established competitors; NEP faces substantial
competition primarily from regulated utilities, developers,
independent power producers, pension funds and private equity funds
for opportunities in North
America; The natural gas pipeline industry is highly
competitive, and increased competitive pressure could adversely
affect NEP's business; NEP may not be able to access sources of
capital on commercially reasonable terms, which would have a
material adverse effect on its ability to consummate future
acquisitions and pursue other growth opportunities; Restrictions in
NEP and its subsidiaries' financing agreements could adversely
affect NEP's business, financial condition, results of operations
and ability to make cash distributions to its unitholders; NEP's
cash distributions to its unitholders may be reduced as a result of
restrictions on NEP's subsidiaries' cash distributions to NEP under
the terms of their indebtedness or other financing agreements;
NEP's subsidiaries' substantial amount of indebtedness may
adversely affect NEP's ability to operate its business, and its
failure to comply with the terms of its subsidiaries' indebtedness
could have a material adverse effect on NEP's financial condition;
NEP is exposed to risks inherent in its use of interest rate swaps;
NEE has influence over NEP; Under the cash sweep and credit support
agreement, NEP receives credit support from NEE and its affiliates.
NEP's subsidiaries may default under contracts or become subject to
cash sweeps if credit support is terminated, if NEE or its
affiliates fail to honor their obligations under credit support
arrangements, or if NEE or another credit support provider ceases
to satisfy creditworthiness requirements, and NEP will be required
in certain circumstances to reimburse NEE for draws that are made
on credit support; NextEra Energy Resources, LLC (NEER) or one of
its affiliates is permitted to borrow funds received by NEP's
subsidiaries and is obligated to return these funds only as needed
to cover project costs and distributions or as demanded by NextEra
Energy Operating Partners, LP (NEP OpCo). NEP's financial condition
and ability to make distributions to its unitholders, as well as
its ability to grow distributions in the future, is highly
dependent on NEER's performance of its obligations to return all or
a portion of these funds; NEER's right of first refusal may
adversely affect NEP's ability to consummate future sales or to
obtain favorable sale terms; NextEra Energy Partners GP, Inc. (NEP
GP) and its affiliates may have conflicts of interest with NEP and
have limited duties to NEP and its unitholders; NEP GP and its
affiliates and the directors and officers of NEP are not restricted
in their ability to compete with NEP, whose business is subject to
certain restrictions; NEP may only terminate the Management
Services Agreement among, NEP, NextEra Energy Management Partners,
LP (NEE Management), NEP OpCo and NextEra Energy Operating Partners
GP, LLC (NEP OpCo GP) under certain limited circumstances; If the
agreements with NEE Management or NEER are terminated, NEP may be
unable to contract with a substitute service provider on similar
terms; NEP's arrangements with NEE limit NEE's potential liability,
and NEP has agreed to indemnify NEE against claims that it may face
in connection with such arrangements, which may lead NEE to assume
greater risks when making decisions relating to NEP than it
otherwise would if acting solely for its own account; NEP's ability
to make distributions to its unitholders depends on the ability of
NEP OpCo to make cash distributions to its limited partners; If NEP
incurs material tax liabilities, NEP's distributions to its
unitholders may be reduced, without any corresponding reduction in
the amount of the IDR fee; Holders of NEP's units may be subject to
voting restrictions; NEP's partnership agreement replaces the
fiduciary duties that NEP GP and NEP's directors and officers might
have to holders of its common units with contractual standards
governing their duties and the NYSE does not require a publicly
traded limited partnership like NEP to comply with certain of its
corporate governance requirements; NEP's partnership agreement
restricts the remedies available to holders of NEP's common units
for actions taken by NEP's directors or NEP GP that might otherwise
constitute breaches of fiduciary duties; Certain of NEP's actions
require the consent of NEP GP; Holders of NEP's common units
currently cannot remove NEP GP without NEE's consent and provisions
in NEP's partnership agreement may discourage or delay an
acquisition of NEP that NEP unitholders may consider favorable;
NEE's interest in NEP GP and the control of NEP GP may be
transferred to a third party without unitholder consent; NEP may
issue additional units without unitholder approval, which would
dilute unitholder interests; Reimbursements and fees owed to NEP GP
and its affiliates for services provided to NEP or on NEP's behalf
will reduce cash distributions from NEP OpCo and from NEP to NEP's
unitholders, and there are no limits on the amount that NEP OpCo
may be required to pay; Increases in interest rates could adversely
impact the price of NEP's common units, NEP's ability to issue
equity or incur debt for acquisitions or other purposes and NEP's
ability to make cash distributions to its unitholders; The
liability of holders of NEP's units, which represent limited
partnership interests in NEP, may not be limited if a court finds
that unitholder action constitutes control of NEP's business;
Unitholders may have liability to repay distributions that were
wrongfully distributed to them; The issuance of securities
convertible into, or settleable with, common units may affect the
market price for NEP's common units, will dilute common
unitholders' ownership in NEP and may decrease the amount of cash
available for distribution for each common unit; NEP's future tax
liability may be greater than expected if NEP does not generate net
operating losses (NOLs) sufficient to offset taxable income or if
tax authorities challenge certain of NEP's tax positions; NEP's
ability to use NOLs to offset future income may be limited; NEP
will not have complete control over NEP's tax decisions;
Distributions to unitholders may be taxable as dividends; and, The
coronavirus pandemic may have a material adverse impact on NEP's
business, financial condition, liquidity, results of operations and
ability to make cash distributions to its unitholders. NEP
discusses these and other risks and uncertainties in its annual
report on Form 10-K for the year ended December 31, 2020 and other SEC filings, and this
news release should be read in conjunction with such SEC filings
made through the date of this news release. The forward-looking
statements made in this news release are made only as of the date
of this news release and NEP undertakes no obligation to update any
forward-looking statements.
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SOURCE NextEra Energy Partners, LP