 | |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of earliest event reported: October 26, 2020
Commission File Number | Exact name of registrant as specified in its charter, address of principal executive offices and registrant's telephone number | IRS Employer Identification Number | ||
(561 ) 694-4000
State or other jurisdiction of incorporation or organization: Florida
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
SECTION 3 - SECURITIES AND TRADING MARKETS
Item 3.03 Material Modification to Rights of Security Holders
The previously-disclosed four-for-one division (Stock Split) of the common stock, $.01 par value (NEE common stock), of NextEra Energy, Inc. (NEE) became effective on October 26, 2020. As a result of the Stock Split (and other adjustments related to the current dividend rate with respect to the 4.872% Corporate Units), the fixed settlement rates of NEE’s three outstanding series of Corporate Units were adjusted as of the opening of business on October 27, 2020 as described below.
4.872% Corporate Units
In September 2019, NEE sold $1.5 billion of equity units (initially consisting of Corporate Units). Each equity unit has a stated amount of $50 and consists of a contract to purchase NEE common stock (stock purchase contract) and, initially, a 5% undivided beneficial ownership interest in a Series J Debenture due September 1, 2024, issued in the principal amount of $1,000 by NextEra Energy Capital Holdings, Inc. (NEECH). Each stock purchase contract requires the holder to purchase by no later than September 1, 2022 (the final settlement date) for a price of $50 in cash, a number of shares of NEE common stock (subject to antidilution adjustments) based on a price per share range. If purchased on the final settlement date, as of October 27, 2020, the number of shares issued per equity unit would (subject to antidilution adjustments) range from 0.8936 shares if the applicable market value of a share of NEE common stock is less than or equal to the reference price to 0.7152 shares if the applicable market value of a share is equal to or greater than the threshold appreciation price.The applicable market value will be determined using the average closing prices of NEE common stock over a 20-day trading period ending August 29, 2022 and will also be adjusted (when determined) to give effect to the Stock Split and certain other anti-dilution adjustments to determine which settlement rate will apply.
5.279% Corporate Units
In February 2020, NEE sold $2.5 billion of equity units (initially consisting of Corporate Units). Each equity unit has a stated amount of $50 and consists of a contract to purchase NEE common stock (stock purchase contract) and, initially, a 5% undivided beneficial ownership interest in a Series K Debenture due March 1, 2025, issued in the principal amount of $1,000 by NEECH. Each stock purchase contract requires the holder to purchase by no later than March 1, 2023 (the final settlement date) for a price of $50 in cash, a number of shares of NEE common stock (subject to antidilution adjustments) based on a price per share range. If purchased on the final settlement date, as of October 27, 2020, the number of shares issued per equity unit would (subject to antidilution adjustments) range from 0.7092 shares if the applicable market value of a share of NEE common stock is less than or equal to the reference price to 0.5672 shares if the applicable market value of a share is equal to or greater than the threshold appreciation price.The applicable market value will be determined using the average closing prices of NEE common stock over a 20-day trading period ending February 24, 2023 and will also be adjusted (when determined) to give effect to the Stock Split and certain other anti-dilution adjustments to determine which settlement rate will apply.
6.219% Corporate Units
In September 2020, NEE sold $2.0 billion of equity units (initially consisting of Corporate Units). Each equity unit has a stated amount of $50 and consists of a contract to purchase NEE common stock (stock purchase contract) and, initially, a 5% undivided beneficial ownership interest in a Series L Debenture due September 1, 2025, issued in the principal amount of $1,000 by NEECH. Each stock purchase contract requires the holder to purchase by no later than September 1, 2023 (the final settlement date) for a price of $50 in cash, a number of shares of NEE common stock (subject to antidilution adjustments) based on a price per share range. If purchased on the final settlement date, as of October 27, 2020, the number of shares issued per equity unit would (subject to antidilution adjustments) range from 0.6764 shares if the applicable market value of a share of NEE common stock is less than or equal to the reference price to 0.5412 shares if the applicable market value of a share is equal to or greater than the threshold appreciation price.The applicable market value will be determined using the average closing prices of NEE common stock over a 20-day trading period ending August 29, 2023 and will also be adjusted (when determined) to give effect to the Stock Split and certain other anti-dilution adjustments to determine which settlement rate will apply.
2
SECTION 8 - OTHER EVENTS
Item 8.01 Other Events
On October 28, 2020, NEE filed Articles of Restatement of the Restated Articles of Incorporation to restate its Restated Articles of Incorporation. The Restated Articles of Incorporation do not contain an amendment to the Restated Articles of Incorporation as amended and currently in effect.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
(d) | Exhibits |
Exhibit Number | Description | ||
3(i) | |||
101 | Interactive data files for this Form 8-K formatted in Inline XBRL | ||
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | ||
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: October 30, 2020
NEXTERA ENERGY, INC.
(Registrant)
CHARLES E. SIEVING |
Charles E. Sieving Executive Vice President & General Counsel |