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Filed Pursuant to Rule 433

Registration Nos. 333-278184

and 333-278184-02

NextEra Energy Capital Holdings, Inc.

Pricing Term Sheet

June 9, 2025

 

Issuer:    NextEra Energy Capital Holdings, Inc. (the “Issuer”)
Guarantor:    NextEra Energy, Inc.
Designations:    3.83% Debentures, Series due June 12, 2030 (the “2030 Debentures”)
   4.67% Debentures, Series due June 12, 2035 (the “2035 Debentures”)
Rank:    Senior unsecured   
Principal Amount:    2030 Debentures:    C$600,000,000
   2035 Debentures:    C$1,400,000,000
Date of Maturity:    2030 Debentures:    June 12, 2030
   2035 Debentures:    June 12, 2035
Interest Payment Dates:    Semi-annually in arrears on June 12 and December 12 of each year, beginning December 12, 2025
   Regular Record Dates:    Every May 28 and November 28
Coupon Rate:    2030 Debentures:    3.83%
   2035 Debentures:    4.67%
Issue Price:    2030 Debentures:    100.000% of the principal amount thereof
   2035 Debentures:    99.945% of the principal amount thereof
Benchmark Bond:    2030 Debentures:   
  

CAN 1.25% due June 1, 2030 (the “2030 Debentures Benchmark Bond”)

   2035 Debentures:   
  

CAN 3.25% due June 1, 2035 (the “2035 Debentures Benchmark Bond”)


Benchmark Price / Yield:    2030 Debentures:    C$91.98 / 2.997%
   2035 Debentures:    C$98.77 / 3.396%
Re-Offer Spread:    2030 Debentures:   
  

+83 basis points versus the 2030 Debentures GoC Curve (as defined below)

  

+83.3 basis points versus the 2030 Debentures Benchmark Bond, which includes a curve adjustment of 0.3 basis points and a 0 basis points delay adjustment

   2035 Debentures:   
  

+128 basis points versus the 2035 Debentures GoC Curve (as defined below)

  

+128.1 basis points versus the 2035 Debentures Benchmark Bond, which includes a curve adjustment of 0.1 basis points and a 0 basis points delay adjustment

GoC Curve:    2030 Debentures:   
  

CAN 1.25% due June 1, 2030 and CAN 0.50% due December 1, 2030 (the “2030 Debentures GoC Curve”)

   2035 Debentures:   
  

CAN 3.25% due June 1, 2035 and CAN 5.00% due June 1, 2037 (the “2035 Debentures GoC Curve”)

Yield to Maturity:    2030 Debentures:    3.830%
   2035 Debentures:    4.677%
Business Day Convention:    A “business day” is any day that is not a Saturday, a Sunday, or a day on which banking institutions or trust companies in New York City, New York, United States of America or Toronto, Ontario, Canada, or the relevant place of payment are generally authorized or required by law or executive order to remain closed. If any date on which interest, principal or premium, if any, is payable on the Debentures falls on a day that is not a business day, then payment of the interest, principal or premium payable on that date will be made on the next succeeding day which is a business day, and without any interest or other payment in respect of such delay.
Day Count Convention:    Canadian Compound Method being computed (1) for a full semiannual period on the basis of a 360-day year consisting of twelve 30-day months and (2) for an interest period that is not a full semiannual period on the basis of a 365-day year and the actual number of days in such interest period.
Optional Redemption:    2030 Debentures:    On any date prior to May 12, 2030 (the “2030 Debentures Par Call Date”), the Issuer may redeem the 2030 Debentures, at its option, in whole or in part, at any time


      and from time to time, at a redemption price equal to the greater of (i) 100% of the principal amount of the 2030 Debentures to be redeemed and (ii) the applicable Canada Yield Price (as defined below), plus, in either case, accrued and unpaid interest, if any, thereon to but excluding the redemption date.
      On or after the 2030 Debentures Par Call Date, the Issuer may redeem the 2030 Debentures, at its option, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the 2030 Debentures to be redeemed, plus accrued and unpaid interest, if any, thereon to but excluding the redemption date.
   2035 Debentures:    On any date prior to March 12, 2035 (the “2035 Debentures Par Call Date,” and together with the 2030 Debentures Par Call Date, sometimes referred to as a “Par Call Date”), the Issuer may redeem the 2035 Debentures, at its option, in whole or in part, at any time and from time to time, at a redemption price equal to the greater of (i) 100% of the principal amount of the 2035 Debentures to be redeemed and (ii) the applicable Canada Yield Price (as defined below), plus, in either case, accrued and unpaid interest, if any, thereon to but excluding the redemption date.
      On or after the 2035 Debentures Par Call Date, the Issuer may redeem the 2035 Debentures, at its option, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the 2035 Debentures to be redeemed, plus accrued and unpaid interest, if any, thereon to but excluding the redemption date.
   Canada Yield Price” means, in respect of any Debentures being redeemed, the price, in respect of the principal amount of the Debentures, calculated by the Issuer as of the third business day prior to the redemption date of such Debentures, equal to the sum of the present values of the Remaining Scheduled Payments (which, for the avoidance of doubt, shall not include any portion of such payments of interest accrued as of the date of redemption) using a discount rate equal to the Government of Canada Yield on such business day plus
  

•   20.5 basis points with respect to the 2030 Debentures; and

  

•   32.0 basis points with respect to the 2035 Debentures.

   Government of Canada Yield” means, on any date, the bid-side yield to maturity on such date as determined by the arithmetic average (rounded to three decimal places) of the yields quoted at 10:00 a.m. (Toronto time) by any two investment dealers in Canada selected by the Issuer, assuming semi-annual compounding


   and calculated in accordance with generally accepted financial practice, which a non-callable Government of Canada bond would carry if issued in Canadian dollars in Canada at 100% of its principal amount on such date with a term to maturity that most closely approximates the remaining term to the applicable Par Call Date.
   Remaining Scheduled Payments” means, with respect to each 2030 Debenture or 2035 Debenture, as applicable, to be redeemed, the remaining scheduled payments of principal of and interest on each such Debenture that would be due after the related redemption date if the Debenture were redeemed on the applicable Par Call Date for such series of Debentures. If the applicable redemption date is not an interest payment date with respect to such Debenture, the amount of the next succeeding scheduled interest payment on each such Debenture will be reduced by the amount of interest accrued on such Debenture to, but excluding, the applicable redemption date.
Call for Tax Event:    The Issuer may redeem the 2030 Debentures or the 2035 Debentures, as applicable, at its option, in whole, but not in part, if, as a result of a Tax Event, the Issuer becomes, or based on an opinion of independent counsel there is a material probability that the Issuer will become, obligated to pay Additional Amounts with respect to the 2030 Debentures or the 2035 Debentures, as applicable, at 100% of the principal amount of the series of Debentures to be redeemed plus accrued and unpaid interest thereon to but excluding the redemption date.
Call for Tax Credit Event:    The Issuer may redeem the 2030 Debentures or the 2035 Debentures, as applicable, at its option, in whole, but not in part, if a Tax Credit Event occurs, at 101% of the principal amount of the series of Debentures to be redeemed plus accrued and unpaid interest thereon to but excluding the redemption date.
Use of Proceeds:    The Issuer will add the net proceeds from the sale of the Debentures to its general funds. The Issuer intends to use its general funds to fund investments in energy and power projects and for other general corporate purposes, including the repayment of a portion of the Issuer’s outstanding commercial paper obligations and prefunding the refinancing of a portion of the Issuer’s debentures maturing in 2025.
Trade Date:    June 9, 2025
Settlement Date*:    June 12, 2025 (T+3)


Settlement/Form:    CDS Clearing and Depository Services Inc./Book-Entry (Global Debenture)
Form of Distribution in Canada:    The distribution of the Debentures is being made on a private placement basis to purchasers in each of the provinces of Canada (the “Offering Jurisdictions”) under a Canadian offering memorandum dated June 9, 2025 (the “Canadian Offering Memorandum”), which will include the prospectus dated March 22, 2024, as supplemented by a prospectus supplement dated June 9, 2025. The distribution will be made in reliance on statutory exemptions from the prospectus requirements of Canadian securities laws applicable in each of the Offering Jurisdictions and, in particular, the Debentures will only be sold in the Offering Jurisdictions pursuant to the “accredited investor exemption” (as defined in National Instrument 45-106 Prospectus Exemptions (“NI 45-106”)) to purchasers that are “accredited investors” (as such term is defined in NI 45-106) or Section 73.3 of the Securities Act (Ontario), as applicable, who purchase the Debentures as principal (or are deemed to be purchasing as principal) and that are not individuals unless they are also “permitted clients” (as such term is defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations).
Resale Restrictions:    Resale of the Debentures in Canada must be made in accordance with applicable Canadian securities laws which may require resales to be made in accordance with prospectus and dealer registration requirements or exemptions from the prospectus and dealer registration requirements. Canadian purchasers are advised to seek legal advice prior to any resale of the Debentures, both within and outside of Canada.
   Except in the province of Manitoba, unless permitted under Canadian securities legislation, a holder of the Debentures must not trade the Debentures before the date that is four months and one day after the later of (i) the date of distribution, and (ii) the date the Issuer becomes a reporting issuer in any province or territory of Canada.
   In the province of Manitoba, unless otherwise permitted under applicable Canadian securities legislation or with the prior written consent of the applicable regulators, a holder of the Debentures must not trade such security before the date that is twelve months and a day after the date the holder acquired such security.


   The Issuer is not presently, and does not intend to become, a “reporting issuer”, as such term is defined under applicable Canadian securities laws, in any province or territory of Canada. The Issuer’s securities are not listed on any stock exchange in Canada and the Issuer does not intend to apply to list any series of the Debentures on any stock exchange in Canada.

Form of Distribution in the United States:

  

The distribution of the Debentures is being made pursuant to registration with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended.

Listing:    None   
Denominations:    C$2,000 and integral multiples of C$1,000 in excess thereof.
Governing Law:    New York   
CUSIP / ISIN Number:    2030 Debentures:    65339KDR8/CA65339KDR82
   2035 Debentures:    65339KDT4/CA65339KDT49

Expected Credit Ratings:**

Moody’s Investors Service Inc.

S&P Global Ratings

Fitch Ratings, Inc.

  

“Baa1” (stable)

“BBB+” (stable)

“A-” (stable)

  

Joint Book-Running Managers:

BMO Nesbitt Burns Inc.

CIBC World Markets Inc.

RBC Dominion Securities Inc.

Scotia Capital Inc.

TD Securities Inc.

Desjardins Securities Inc.

J.P. Morgan Securities Canada Inc.

     
 
*

It is expected that delivery of the Debentures will be made against payment therefor on or about June 12, 2025, which will be the third Toronto and New York business day following the date of pricing of the Debentures. Under Rule 15c6-1 of the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, by virtue of the fact that the Debentures initially will settle in T+3, purchasers who wish to trade the Debentures on the date of pricing of the Debentures or on the next succeeding business day should specify an extended settlement cycle at the time they enter into any such trade to prevent failed settlement and should consult their own advisors.

**

A security rating is not a recommendation to buy, sell or hold securities and should be evaluated independently of any other rating. The rating is subject to revision or withdrawal at any time by the assigning rating organization.


The terms “Tax Event,” “Additional Amounts” and “Tax Credit Event” have the meanings ascribed to each such term in the Issuer’s Preliminary Prospectus Supplement, dated June 9, 2025.

The foregoing description is a summary of certain terms of the Debentures. Prospective purchasers should review the Canadian Offering Memorandum or the preliminary prospectus supplement dated June 9, 2025 and the prospectus dated March 22, 2024, as applicable, for a detailed description of the Debentures. No person has been authorized to make any representation in connection with the offering other than as contained in the Canadian Offering Memorandum or the preliminary prospectus supplement dated June 9, 2025 and the prospectus dated March 22, 2024, as applicable, and the Issuer, the Guarantor and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you.

In the event any underwriter that is not a U.S. registered broker-dealer intends to effect sales of Debentures in the United States or to U.S. persons, it will do so through Financial Industry Regulatory Authority, Inc. (“FINRA”) member broker-dealers, as permitted by FINRA regulations.

The Issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling BMO Nesbitt Burns Inc. toll-free at (866) 864-7760; CIBC World Markets Inc. collect at (416) 594-8515; RBC Dominion Securities Inc. toll-free at (866) 375-6829; Scotia Capital Inc. toll-free at (800) 472-6842; and TD Securities Inc. collect at (416) 982-5676.