Nextera Energy (NEE) Announces 12M Share Common Stock Offering

November 1, 2016 4:23 PM EDT

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NextEra Energy, Inc. (NYSE: NEE) announced that it plans to make an offering of 12,000,000 shares of its common stock in a registered underwritten offering. Subject to certain conditions, the forward counterparties (as described below) (or their affiliates) are expected to borrow, and sell to the underwriters, 12,000,000 shares in connection with the forward sale agreements described below. NextEra Energy will issue and sell shares to the underwriters to the extent that the forward counterparties (or their affiliates) do not borrow and sell such number of shares. Closing of this offering is expected to occur on or about Nov. 7, 2016. In connection with this offering, the underwriters have been granted an option to purchase up to an additional 1,800,000 shares of NextEra Energy's common stock solely to cover over-allotments, if any.

In connection with the offering, NextEra Energy intends to enter into forward sale agreements with financial institutions, referred to in such capacity as the forward counterparties, pursuant to which NextEra Energy will agree to issue and sell to the forward counterparties (subject to NextEra Energy's right to elect net share or cash settlement of any such forward sale agreement) 12,000,000 shares of NextEra Energy's common stock at the price per share at which the underwriters purchase the shares in the offering, subject to certain adjustments, upon physical settlement of the forward sale agreements. To the extent that the underwriters exercise the over-allotment option, NextEra Energy expects to enter into additional forward sale agreements. Settlement of the forward sale agreements is expected to occur no later than Nov. 1, 2017.

NextEra Energy will not receive any proceeds from the sale of the common stock sold by the forward counterparties to the underwriters. The net proceeds from the sale of the common stock by NextEra Energy to the forward counterparties upon settlement of the forward sale agreements (assuming the shares subject to the forward sale agreements are physically settled at the price per share at which the underwriters purchase the shares in the offering and assuming no exercise of the underwriters' over-allotment option) are expected to be approximately $1.5 billion.

NextEra Energy will add any net proceeds that it receives upon settlement of the forward sale agreements and any additional forward sale agreements to its general funds. NextEra Energy expects to use its general funds to fund, in part, the merger consideration of approximately $2.4 billion under an agreement for an affiliate of NextEra Energy to merge with Texas Transmission Holdings Corporation ("TTHC"), which owns an approximately 20 percent indirect interest in Oncor Electric Delivery Company LLC ("Oncor"), as well as for general corporate purposes.



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