JUNO BEACH, Fla., Nov. 18, 2021 /PRNewswire/ -- NextEra Energy
Partners, LP (NYSE: NEP) today announced that it has exercised its
option (the buyout right) to purchase 100% of the outstanding
minority equity interest in the portfolio of wind and solar assets
supporting its 2018 convertible equity portfolio financing with a
fund managed by Global Energy & Power Infrastructure II
Advisors, LLC (BlackRock or the fund). NextEra Energy Partners will
pay a total consideration of approximately $885 million for the acquisition, consisting of
approximately 7.25 million newly issued NextEra Energy Partners
common units and approximately $265
million in cash. The buyout right was exercised
approximately one month earlier than originally expected through an
early exercise agreement between NextEra Energy Partners and the
fund.
"This transaction highlights the benefits to our unitholders of
NextEra Energy Partners' convertible equity portfolio financing
structures," said Jim Robo, chairman
and chief executive officer of NextEra Energy Partners. "Relative
to issuing the same amount of common equity in 2018 to fund our
growth needs, this innovative financing has now allowed us to issue
more than 50% fewer units while retaining the more than 80%
increase in the NextEra Energy Partners unit price over the last
three years. Our decision to buy out of the remaining equity
interest in this portfolio of high-quality, contracted renewable
energy assets is reflective of the strong performance of the
underlying assets in the portfolio and attractiveness of its cash
flows and further supports execution of NextEra Energy Partners'
long-term growth objectives. We continue to believe that NextEra
Energy Partners is as well-positioned as it has ever been, offering
a best-in-class investor value proposition with growth prospects
that remain as strong as ever."
"We are pleased to move into this next stage of our investment
with NextEra Energy Partners with whom we have partnered on several
opportunities," said Mark Florian,
Head of BlackRock's Global Energy & Power Infrastructure team.
"We greatly value our relationship with NextEra Energy Partners and
look forward to continuing our partnership on behalf of our
clients."
Transaction details
In September 2018, NextEra Energy Partners entered
into its first convertible equity portfolio financing with the
fund. Under that initial agreement, the fund paid $750 million in cash in exchange for an equity
interest in the entity that would own the approximately
1,388-megawatt portfolio that was being acquired by NextEra
Energy Partners. The agreement provided NextEra Energy Partners
with the right to buy out the fund's equity interest for a fixed
payment, resulting in a pre-tax return to the fund of 7.75%
(inclusive of all prior distributions).
NextEra Energy Partners exercised its buyout right under the
early exercise agreement and will pay an aggregate consideration of
approximately $885 million. NextEra
Energy Partners will pay 70% of the buyout price in common units,
issued at $85.38, representing the
15-day volume weighted average price on Nov.
12, 2021, with the balance of approximately $265 million paid in cash. NextEra Energy
Partners expects the buyout to close on Nov.
19, 2021.
To initially fund the cash portion of the buyout price, NextEra
Energy Partners intends to use available capacity under an existing
credit facility. In the near term, the partnership intends to issue
project-level debt on a subset of the assets in the portfolio to
permanently fund the cash portion of the buyout as well as to
support previously announced NextEra Energy Partners' growth
investments.
Investors and other interested parties can access a copy of the
presentation materials at www.NextEraEnergyPartners.com.
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. For more information about
NextEra Energy Partners, please visit:
www.NextEraEnergyPartners.com.
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. 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 Securities and
Exchange Commission (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