Florida Power & Light Company announces pricing of its debt tender offer

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Sep 25, 2015, 02:00 ET

JUNO BEACH, Fla., Sept. 25, 2015 /PRNewswire/ -- Florida Power & Light Company (FPL), a wholly owned subsidiary of NextEra Energy, Inc. (NYSE: NEE), announced today the determination of the pricing of its previously announced tender offer (the "Tender Offer") to purchase up to an aggregate principal amount of $400 million (the "Maximum Tender Amount") of its First Mortgage Bonds, 5.85% Series due Feb. 1, 2033 (CUSIP No. 341081EP8) (the "2033 Bonds"), its First Mortgage Bonds, 5.95% Series due Oct. 1, 2033 (CUSIP No. 341081ER4) (the "2033A Bonds"), its First Mortgage Bonds, 6.20% Series due June 1, 2036 (CUSIP No. 341081EX1) (the "2036 Bonds"), its First Mortgage Bonds, 5-5/8% Series due April 1, 2034 (CUSIP No. 341081EQ6) (the "2034 Bonds"), its First Mortgage Bonds, 5.65% Series due Feb. 1, 2035 (CUSIP No. 341081ES2) (the "2035 Bonds"), its First Mortgage Bonds, 5.40% Series due Sept. 1, 2035 (CUSIP No. 341081EU7) (the "2035A Bonds"), its First Mortgage Bonds, 5.85% Series due May 1, 2037 (CUSIP No. 341081EY9) (the "2037 Bonds"), its First Mortgage Bonds, 5.65% Series due Feb. 1, 2037 (CUSIP No. 341081EV5) (the "2037A Bonds"), its First Mortgage Bonds, 5.95% Series due Feb. 1, 2038 (CUSIP No. 341081FA0) (the "2038 Bonds") and its First Mortgage Bonds, 5.96% Series due April 1, 2039 (CUSIP No. 341081FB8) (the "2039 Bonds"). The 2033 Bonds, the 2033A Bonds, the 2036 Bonds, the 2034 Bonds, the 2035 Bonds, the 2035A Bonds, the 2037 Bonds, the 2037A Bonds, the 2038 Bonds and the 2039 Bonds are referred to herein collectively as the "Securities." The Tender Offer is open to all holders (individually, a "Holder," collectively, the "Holders") of the Securities.

The following table sets forth certain terms of the Tender Offer:

Title of Security	CUSIP Number	Principal Amount Outstanding	Acceptance Priority Level	Reference U.S. Treasury Security	Fixed Spread (basis points)	Early Tender Premium (per $1,000)	Total Consideration (per $1,000)⁽¹⁾
First Mortgage Bonds, 5.85% Series due Feb. 1, 2033	341081EP8	$200,000,000	1	3.000% due May 15, 2045	110	$50	$1,218.42
First Mortgage Bonds, 5.95% Series due Oct. 1, 2033	341081ER4	$300,000,000	2	3.000% due May 15, 2045	110	$50	$1,236.87
First Mortgage Bonds, 6.20% Series due June 1, 2036	341081EX1	$300,000,000	3	3.000% due May 15, 2045	110	$50	$1,294.10
First Mortgage Bonds, 5-5/8% Series due April 1, 2034	341081EQ6	$500,000,000	4	3.000% due May 15, 2045	110	$50	$1,199.36
First Mortgage Bonds, 5.65% Series due Feb. 1, 2035	341081ES2	$240,000,000	5	3.000% due May 15, 2045	110	$50	$1,208.56
First Mortgage Bonds, 5.40% Series due Sept. 1, 2035	341081EU7	$300,000,000	6	3.000% due May 15, 2045	110	$50	$1,178.81
First Mortgage Bonds, 5.85% Series due May 1, 2037	341081EY9	$300,000,000	7	3.000% due May 15, 2045	110	$50	$1,252.40
First Mortgage Bonds, 5.65% Series due Feb. 1, 2037	341081EV5	$400,000,000	8	3.000% due May 15, 2045	110	$50	$1,222.23
First Mortgage Bonds, 5.95% Series due Feb. 1, 2038	341081FA0	$600,000,000	9	3.000% due May 15, 2045	110	$50	$1,272.36
First Mortgage Bonds, 5.96% Series due April 1, 2039	341081FB8	$500,000,000	10	3.000% due May 15, 2045	110	$50	$1,282.48

(1) Inclusive of the Early Tender Premium.

Upon the terms and subject to the conditions of the Tender Offer, the principal amount of each series of Securities that are purchased will be subject to the Maximum Tender Amount and based on the order of priority (each an "Acceptance Priority Level") for such series as set forth in the table above.

The Tender Offer is being made upon and is subject to the terms and conditions set forth in the Offer to Purchase, dated Sept. 11, 2015, and the related Letter of Transmittal. The Tender Offer will expire at 11:59 p.m., New York City time, on Oct. 8, 2015, unless extended or earlier terminated by FPL (as the same may be extended, the "Expiration Date"). The deadline to validly withdraw tenders of Securities was 5:00 p.m., New York City time, on Sept. 24, 2015. Consequently, Securities that have been tendered and not validly withdrawn on or prior to, and Securities tendered after, such date and time may not be withdrawn except in limited circumstances where additional withdrawal rights are required by law.

The consideration to be paid in the Tender Offer for each series of Securities that were validly tendered and not validly withdrawn on or prior to 5:00 p.m., New York City time, on Sept. 24, 2015 (the "Early Tender Date") and are accepted for purchase was determined in the manner described in the Offer to Purchase by reference to the applicable fixed spread over the yield to maturity of the applicable Reference U.S. Treasury Security, each as specified in the table above (the "Total Consideration"). Holders of such Securities will receive the applicable Total Consideration, which includes an early tender premium of $50 per $1,000 principal amount of such Securities (the "Early Tender Premium"). Holders of Securities who validly tender their Securities following the Early Tender Date and on or prior to the Expiration Date and are accepted for purchase, if any, will only receive the applicable "Tender Offer Consideration" per $1,000 principal amount of any such Securities, which is an amount equal to the applicable Total Consideration minus the Early Tender Premium. The Total Consideration was determined at 11:00 a.m., New York City time, today.

Payments for Securities purchased will include accrued and unpaid interest from and including the last interest payment date applicable to the relevant series of Securities up to, but not including, the applicable settlement date for such Securities accepted for purchase. The settlement date for Securities that were validly tendered and not validly withdrawn on or prior to the Early Tender Date and are accepted for purchase is expected to be Sept. 28, 2015 (the "Early Settlement Date"). The settlement date for the Securities that are tendered following the Early Tender Date but on or prior to the Expiration Date, and that are accepted for purchase, if any, is expected to be Oct. 9, 2015, one business day following the scheduled Expiration Date.

Subject to the Maximum Tender Amount, all Securities validly tendered and not validly withdrawn on or before the Early Tender Date having a higher Acceptance Priority Level will be accepted before any tendered Securities having a lower Acceptance Priority Level, and all Securities validly tendered after the Early Tender Date having a higher Acceptance Priority Level will be accepted before any Securities tendered after the Early Tender Date having a lower Acceptance Priority Level. Securities that were validly tendered and not validly withdrawn on or prior to the Early Tender Date will be accepted for purchase, and will be purchased, in priority to other Securities tendered after the Early Tender Date even if such Securities tendered after the Early Tender Date have a higher Acceptance Priority Level than Securities tendered on or prior to the Early Tender Date.

Because the amount of Securities tendered and not validly withdrawn on or prior to the Early Tender Date exceeded the Maximum Tender Amount, it is expected that no additional Securities tendered after the Early Tender Date will be accepted for purchase, and any Securities not accepted, including Securities tendered on or prior to the Early Tender Date but not accepted because of proration, will be returned promptly. In addition, since the Maximum Tender Amount was exceeded, Securities with an Acceptance Priority Level of 1 through 7 will not be subject to proration, Securities with an Acceptance Priority Level of 8 will be subject to a proration factor of approximately 4.57% and Securities with an Acceptance Priority Level of 9 and 10 will not be purchased in the Tender Offer.

FPL's obligation to accept for purchase and to pay for the Securities validly tendered and not withdrawn in the Tender Offer is subject to the satisfaction or waiver of the conditions described in the Offer to Purchase. FPL reserves the right, subject to applicable law, to: (i) waive any and all conditions to the Tender Offer; (ii) extend or terminate the Tender Offer; (iii) increase or decrease the Maximum Tender Amount; or (iv) otherwise amend the Tender Offer in any respect.

J.P. Morgan Securities LLC is acting as the Dealer Manager for the Tender Offer. The Information Agent and the Tender Agent for the Tender Offer is D.F. King & Co., Inc. Copies of the Offer to Purchase, the Letter of Transmittal and related offering materials are available by contacting the Information Agent at (877) 732-3619 (U.S. toll-free) and (212) 269-5550 (banks and brokers) or [email protected]. Questions regarding the Tender Offer should be directed to J.P. Morgan Securities LLC at (866) 834-4666 (toll-free) or (212) 834-3424 (collect). This news release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. The Tender Offer is being made only pursuant to the Offer to Purchase and related Letter of Transmittal and only in such jurisdictions as is permitted under applicable law.

Florida Power & Light Company

Florida Power & Light Company is the third-largest electric utility in the United States, serving approximately 4.8 million customer accounts across nearly half of the state of Florida. FPL's typical 1,000-kWh residential customer bill is approximately 30 percent lower than the latest national average and, in 2014, was the lowest in Florida among reporting utilities. FPL's service reliability is better than 99.98 percent, and its highly fuel-efficient power plant fleet is one of the cleanest among all utilities nationwide. The company was recognized in 2015 as one of the most trusted U.S. electric utilities by Market Strategies International. A leading Florida employer with approximately 8,700 employees, FPL is a subsidiary of Juno Beach, Fla.-based NextEra Energy, Inc. (NYSE: NEE), a clean energy company widely recognized for its efforts in sustainability, ethics and diversity, including being ranked in the top 10 worldwide for innovativeness and community responsibility as part of Fortune's 2015 list of "World's Most Admired Companies." NextEra Energy is also the parent company of NextEra Energy Resources, LLC, which, together with its affiliated entities, is the world's largest generator of renewable energy from the wind and sun. For more information, visit these websites: www.NextEraEnergy.com, www.FPL.com, www.NextEraEnergyResources.com.

Cautionary Statements and Risk Factors That May Affect Future Results

This news release contains "forward-looking statements." Forward-looking statements are not statements of historical facts, but instead represent the current expectations of NextEra Energy, Inc. (NextEra Energy) and Florida Power & Light Company (FPL) regarding future operating results and other future events, many of which, by their nature, are inherently uncertain and outside of NextEra Energy's and FPL's control. Forward-looking statements in this news release include, among others, statements concerning future operating performance. 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 NextEra Energy and FPL and their business and financial condition are subject to risks and uncertainties that could cause their actual results to differ materially from those expressed or implied in the forward-looking statements, or may require them to limit or eliminate certain operations. These risks and uncertainties include, but are not limited to, the following: effects of extensive regulation of NextEra Energy's and FPL's business operations; inability of NextEra Energy and FPL to recover in a timely manner any significant amount of costs, a return on certain assets or a reasonable return on invested capital through base rates, cost recovery clauses, other regulatory mechanisms or otherwise; impact of political, regulatory and economic factors on regulatory decisions important to NextEra Energy and FPL; disallowance of cost recovery by FPL based on a finding of imprudent use of derivative instruments; effect of any reductions to or elimination of governmental incentives that support utility scale renewable energy projects of NextEra Energy Resources, LLC and its affiliated entities (NextEra Energy Resources) or the imposition of additional taxes or assessments on renewable energy; impact of new or revised laws, regulations or interpretations or other regulatory initiatives on NextEra Energy and FPL; effect on NextEra Energy and FPL of potential regulatory action to broaden the scope of regulation of over-the-counter (OTC) financial derivatives and to apply such regulation to NextEra Energy and FPL; capital expenditures, increased operating costs and various liabilities attributable to environmental laws, regulations and other standards applicable to NextEra Energy and FPL; effects on NextEra Energy and FPL of federal or state laws or regulations mandating new or additional limits on the production of greenhouse gas emissions; exposure of NextEra Energy and FPL to significant and increasing compliance costs and substantial monetary penalties and other sanctions as a result of extensive federal regulation of their operations; effect on NextEra Energy and FPL of changes in tax laws and in judgments and estimates used to determine tax-related asset and liability amounts; impact on NextEra Energy and FPL of adverse results of litigation; effect on NextEra Energy and FPL of failure to proceed with projects under development or inability to complete the construction of (or capital improvements to) electric generation, transmission and distribution facilities, gas infrastructure facilities or other facilities on schedule or within budget; impact on development and operating activities of NextEra Energy and FPL resulting from risks related to project siting, financing, construction, permitting, governmental approvals and the negotiation of project development agreements; risks involved in the operation and maintenance of electric generation, transmission and distribution facilities, gas infrastructure facilities and other facilities; effect on NextEra Energy and FPL of a lack of growth or slower growth in the number of customers or in customer usage; impact on NextEra Energy and FPL of severe weather and other weather conditions; threats of terrorism and catastrophic events that could result from terrorism, cyber attacks or other attempts to disrupt NextEra Energy's and FPL's business or the businesses of third parties; inability to obtain adequate insurance coverage for protection of NextEra Energy and FPL against significant losses and risk that insurance coverage does not provide protection against all significant losses; a prolonged period of low gas and oil prices could impact NextEra Energy Resources' gas infrastructure business and cause NextEra Energy Resources to delay or cancel certain gas infrastructure projects and for certain existing projects to be impaired; risk to NextEra Energy Resources of increased operating costs resulting from unfavorable supply costs necessary to provide NextEra Energy Resources' full energy and capacity requirement services; inability or failure by NextEra Energy Resources to manage properly or hedge effectively the commodity risk within its portfolio; potential volatility of NextEra Energy's results of operations caused by sales of power on the spot market or on a short-term contractual basis; effect of reductions in the liquidity of energy markets on NextEra Energy's ability to manage operational risks; effectiveness of NextEra Energy's and FPL's risk management tools associated with their hedging and trading procedures to protect against significant losses, including the effect of unforeseen price variances from historical behavior; impact of unavailability or disruption of power transmission or commodity transportation facilities on sale and delivery of power or natural gas by FPL and NextEra Energy Resources; exposure of NextEra Energy and FPL to credit and performance risk from customers, hedging counterparties and vendors; failure of NextEra Energy or FPL counterparties to perform under derivative contracts or of requirement for NextEra Energy or FPL to post margin cash collateral under derivative contracts; failure or breach of NextEra Energy's or FPL's information technology systems; risks to NextEra Energy and FPL's retail businesses from compromise of sensitive customer data; losses from volatility in the market values of derivative instruments and limited liquidity in OTC markets; impact of negative publicity; inability of NextEra Energy and FPL to maintain, negotiate or renegotiate acceptable franchise agreements with municipalities and counties in Florida; increasing costs of health care plans; lack of a qualified workforce or the loss or retirement of key employees; occurrence of work strikes or stoppages and increasing personnel costs; NextEra Energy's ability to successfully identify, complete and integrate acquisitions, including the effect of increased competition for acquisitions; NextEra Energy Partners, LP's (NEP's) acquisition of NET Holdings Management, LLC (NET Midstream) and other future acquisitions by NEP may not be completed and, even if completed, NextEra Energy may not realize the anticipated benefits of such acquisitions; environmental, health and financial risks associated with NextEra Energy's and FPL's ownership and operation of nuclear generation facilities; liability of NextEra Energy and FPL for significant retrospective assessments and/or retrospective insurance premiums in the event of an incident at certain nuclear generation facilities; increased operating and capital expenditures at nuclear generation facilities of NextEra Energy or FPL resulting from orders or new regulations of the Nuclear Regulatory Commission; inability to operate any of NextEra Energy Resources' or FPL's owned nuclear generation units through the end of their respective operating licenses; liability of NextEra Energy and FPL for increased nuclear licensing or compliance costs resulting from hazards, and increased public attention to hazards, posed to their owned nuclear generation facilities; risks associated with outages of NextEra Energy's and FPL's owned nuclear units; effect of disruptions, uncertainty or volatility in the credit and capital markets on NextEra Energy's and FPL's ability to fund their liquidity and capital needs and meet their growth objectives; inability of NextEra Energy, FPL and NextEra Energy Capital Holdings, Inc. to maintain their current credit ratings; impairment of NextEra Energy's and FPL's liquidity from inability of creditors to fund their credit commitments or to maintain their current credit ratings; poor market performance and other economic factors that could affect NextEra Energy's defined benefit pension plan's funded status; poor market performance and other risks to the asset values of NextEra Energy's and FPL's nuclear decommissioning funds; changes in market value and other risks to certain of NextEra Energy's investments; effect of inability of NextEra Energy subsidiaries to pay upstream dividends or repay funds to NextEra Energy or of NextEra Energy's performance under guarantees of subsidiary obligations on NextEra Energy's ability to meet its financial obligations and to pay dividends on its common stock; and effect of disruptions, uncertainty or volatility in the credit and capital markets of the market price of NextEra Energy's common stock. NextEra Energy and FPL discuss these and other risks and uncertainties in their annual report on Form 10-K for the year ended December 31, 2014 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 NextEra Energy and FPL undertake no obligation to update any forward-looking statements.

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SOURCE Florida Power & Light Company