Filed Pursuant to Rule 424(b)(5)
Registration Nos. 333-254632 and 333-254632-02
The information in this preliminary prospectus supplement is not
complete and may be changed. Neither this preliminary prospectus supplement nor the accompanying prospectus is an offer to sell the securities and neither is soliciting any offer to buy the securities in any jurisdiction where the offer or sale is
not permitted.
Subject to
Completion
Preliminary Prospectus Supplement dated March 4, 2024
PROSPECTUS SUPPLEMENT
(To prospectus dated
March 23, 2021)
NextEra Energy Capital Holdings, Inc.
C$ % Debentures, Series due , 2031
The Debentures will be Absolutely, Irrevocably and
Unconditionally Guaranteed by
NextEra Energy, Inc.
NextEra Energy
Capital Holdings, Inc. (NEE Capital) will pay interest semi-annually on the % Debentures, Series due , 2031 (the Debentures) on and
of each year, beginning , 2024. NEE Capital, at its option, may redeem some or all of the Debentures at any time before their maturity date at the redemption prices discussed under Certain Terms of the
DebenturesOptional Redemption beginning on page S-10 of this prospectus supplement. In addition, if certain events occur involving changes in United States taxation, NEE Capital, at its option, may
redeem the Debentures, in whole but not in part, at a redemption price equal to 100% of their principal amount, plus accrued and unpaid interest thereon, if any, to but excluding the redemption date. See Certain Terms of the
DebenturesRedemption for Tax Reasons.
NEE Capitals corporate parent, NextEra Energy, Inc. (NEE), has agreed
to absolutely, irrevocably and unconditionally guarantee the payment of principal, interest and premium, if any, on the Debentures. The Debentures and the guarantee are unsecured and unsubordinated and rank equally with other unsecured and
unsubordinated indebtedness from time to time outstanding of NEE Capital and NEE, respectively. NEE Capital does not intend to apply to list the Debentures on a securities exchange.
See Risk Factors beginning on page S-5 of this prospectus
supplement to read about certain factors you should consider before making an investment in the Debentures.
Neither the Securities and
Exchange Commission nor any other securities commission in any jurisdiction has approved or disapproved of the Debentures or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.
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Per Debenture |
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Total |
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Price to Public |
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% |
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C$ |
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Underwriting Discount |
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% |
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C$ |
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Proceeds to NEE Capital (before expenses) |
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% |
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C$ |
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In addition to the Price to Public set forth above, each purchaser will pay an amount equal to the interest, if
any, accrued on the Debentures from the date that the Debentures are originally issued to the date that they are delivered to that purchaser.
The Debentures are expected to be ready for delivery in book-entry form only through the facilities of CDS Clearing and Depository Services
Inc. (CDS) for the accounts of its participants on or about March , 2024. Investors may hold their Debentures outside Canada through Clearstream Banking, S.A. (Clearstream) and Euroclear Bank SA/NV
(Euroclear), as operator of the Euroclear System.
Joint
Book-Running Managers
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BMO Capital Markets |
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CIBC Capital Markets |
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RBC Capital Markets |
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Scotiabank |
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TD Securities |
The date of this prospectus supplement is March , 2024.