Nextera Energy Partners LP : Filings 8-K

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: April 23, 2019

Commission		Exact name of registrant as specified in its		IRS Employer
File		charter, address of principal executive offices and		Identification
Number		registrant's telephone number		Number
1-36518		NEXTERA ENERGY PARTNERS, LP	30-0818558

700 Universe Boulevard

Juno Beach, Florida 33408

[phone]

State or other jurisdiction of incorporation or organization: Delaware

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 o

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. o

SECTION 2 - FINANCIAL INFORMATION

Item 2.02 Results of Operations and Financial Condition

On April 23, 2019, NextEra Energy Partners, LP posted on its website a news release announcing first quarter 2019 financial results for NextEra Energy Partners, LP. A copy of the news release is attached as Exhibit 99, which is incorporated herein by reference.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

The following exhibit is being furnished pursuant to Item 2.02 herein.
Exhibit
Number	Description

99 NextEra Energy Partners, LP News Release dated April 23, 2019

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: April 23, 2019

NEXTERA ENERGY PARTNERS, LP

(Registrant)

JAMES M. MAY

James M. May

Controller and Chief Accounting Officer

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Exhibit 99

NextEra Energy Partners, LP

Media Line: 561-694-4442

April 23, 2019

FOR IMMEDIATE RELEASE

NextEra Energy Partners, LP reports first -quarter 2019 financial results

•Grows distributions approximately 15% year-over-year

•Is on track to complete the previously announced transaction to achieve 2019 growth objectives, while bridging cash distribution restrictions arising from the PG&E bankruptcy

•Expects to finance transaction with previously announced $900 million convertible equity portfolio financing and existing debt capacity

JUNO BEACH, Fla. - NextEra Energy Partners, LP (NYSE: NEP) today reported first -quarter 2019 net loss attributable to NextEra Energy Partners of $22 million . NextEra Energy Partners also reported first -quarter 2019 adjusted EBITDA of $225 million . For the first quarter of 2019 , cash available for distribution (CAFD) was $47 million . NextEra Energy Partners delivered first-quarter financial results in line with management's expectations after accounting for below-normal wind resource.

NextEra Energy Partners' management uses adjusted EBITDA and CAFD, which are non-GAAP financial measures, internally for financial planning, analysis of performance and reporting of results to the board of directors. NextEra Energy Partners also uses these measures when communicating its financial results and earnings outlook to analysts and investors. The attachments to this news release include a reconciliation of historical adjusted EBITDA and CAFD to net income, which is the most directly comparable GAAP measure.

"During the quarter, we continued to execute on our plan to expand and diversify NextEra Energy Partners' portfolio by entering into an agreement to acquire approximately 611 megawatts of wind and solar projects from NextEra Energy Resources," said Jim Robo, chairman and chief executive officer. "The acquisition, combined with a recapitalization of existing NextEra Energy Partners assets, is expected to enable us to complete the growth necessary to achieve our previously outlined year-end 2019 expectations, while bridging any potential impact from the ongoing PG&E bankruptcy. Our ability to continue to grow distributions at the top end of our expectations range for 2019 is reflective of NextEra Energy Partners' leading market position and our continued focus on delivering value for limited partner unitholders. We believe that NextEra Energy Partners remains well- positioned to meet our long-term financial expectations without the need to sell common equity until 2021 at the earliest, other than modest issuances under the at-the-market program."

During the first quarter, NextEra Energy Partners announced an agreement with a subsidiary of NextEra Energy Resources, LLC to acquire a geographically diverse portfolio of six wind and solar projects for a total consideration of $1.02 billion, subject to working capital and other adjustments. The approximately 611-megawatt (MW) unlevered portfolio of renewable projects has a CAFD-weighted remaining contract life of approximately 15 years and average credit rating of A/A2. The acquisition is expected to contribute adjusted EBITDA of approximately $100 million to $115 million and CAFD of approximately $97 million to

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$107 million, each on a five-year average annual run-rate basis, beginning Dec. 31, 2019. NextEra Energy Partners expects to complete the acquisition in the second quarter of 2019, subject to customary closing conditions and the receipt of certain regulatory approvals.

Immediately following the acquisition, NextEra Energy Partners will contribute the 611 MW of acquired projects and four existing NextEra Energy Partners wind projects to a new portfolio. NextEra Energy Partners expects to recapitalize the $220 million of existing non-recourse project debt that is currently outstanding on these four projects, resulting in an annual CAFD increase of approximately $25 million as a result of the reduction in debt service.

To finance the new acquisition and debt recapitalization of the existing assets, NextEra Energy Partners intends to use the proceeds from the pending $900 million convertible equity portfolio financing with Kohlberg Kravis Roberts (KKR), as well as existing debt capacity. The KKR financing has an initial effective annual coupon of less than 1% and provides NextEra Energy Partners the flexibility to periodically buy out KKR's equity interest at a fixed 8.3% pre-tax return between the 3 1/2-year and six- year anniversaries of the agreement. NextEra Energy Partners has the right to pay a minimum of 70% of the buyout price in its common units, issued at no discount to the then-current market price.

Quarterly distribution declaration

The board of directors of NextEra Energy Partners declared a quarterly distribution of $0.4825 per common unit (corresponding to an annualized rate of $1.93 per common unit) to the unitholders of NextEra Energy Partners. With the declaration, the distribution has grown approximately 15% on an annualized basis versus the first quarter of 2018. The distribution will be payable on May 15, 2019, to unitholders of record as of May 7, 2019.

Outlook

From a base of its fourth-quarter 2018 distribution per common unit at an annualized rate of $1.86, NextEra Energy Partners continues to expect 12% to 15% per year growth in limited partner distributions as being a reasonable range of expectations through at least 2023, subject to the usual caveats. Following the completion of the previously announced acquisition of the portfolio from NextEra Energy Resources and associated financings, NextEra Energy Partners continues to expect to grow its 2019 distribution at 15%, resulting in the annualized rate of the fourth-quarter 2019 distribution, meaning the fourth-quarter distribution that is payable in February 2020, to be $2.14 per common unit.

Excluding all contributions from PG&E-related projects, NextEra Energy Partners continues to expect a Dec. 31, 2019, run rate for CAFD of $410 million to $480 million, reflecting calendar year 2020 expectations for the forecasted portfolio at year-end

2019. If PG&E-related cash distributions were included, Dec. 31, 2019, run-rate CAFD expectations would be $485 million to $555 million. Dec. 31, 2019, run-rate adjusted EBITDA expectations, which assume full contributions from projects related to PG&E, as revenue is expected to continue to be recognized, remain unchanged at $1.2 billion to $1.375 billion. These expectations include the impact of expected incentive distribution rights fees, as these fees are treated as an operating expense.

Adjusted EBITDA, CAFD and limited partner distribution expectations assume, among other things, normal weather and operating conditions; public policy support for wind and solar development and construction; market demand and transmission expansion support for wind and solar development; market demand for pipeline capacity; and access to capital at reasonable cost and terms. Please see the accompanying cautionary statements for a list of the risk factors that may affect future results. Adjusted EBITDA and CAFD do not represent substitutes for net income, as prepared in accordance with GAAP. The adjusted EBITDA and CAFD run-rate expectations have not been reconciled to GAAP net income because NextEra Energy Partners did not prepare estimates of the effect of forecasted acquisitions on certain GAAP line items that would be necessary to provide a forward-looking estimate of GAAP net

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income, and the information necessary to provide such a forward-looking estimate is not available without unreasonable effort.

As previously announced, NextEra Energy Partners' first-quarter 2019 conference call is scheduled for 9 a.m. ET today. Also discussed during the call will be first-quarter 2019 financial results for NextEra Energy, Inc. (NYSE: NEE). The listen- only webcast will be available on the website of NextEra Energy Partners by accessing the following link: www.NextEraEnergyPartners.com/FinancialResults. The news release and the slides accompanying the presentation may be downloaded at www.NextEraEnergyPartners.com/FinancialResults, beginning at 7:30 a.m. ET today. A replay will be available for 90 days by accessing the same link as listed above.

This news release should be read in conjunction with the attached unaudited financial information.

NextEra Energy Partners, LP

NextEra Energy Partners, LP (NYSE: NEP) is a growth-oriented limited partnership formed by NextEra Energy, Inc. (NYSE: NEE). NextEra Energy Partners acquires, manages and owns contracted clean energy projects with stable, long-term cash flows. Headquartered in Juno Beach, Florida, NextEra Energy Partners owns interests in wind and solar projects in the U.S., as well as natural gas infrastructure assets in Texas. The renewable energy projects are contracted, use industry-leading technology and are located in regions that are favorable for generating energy from the wind and sun. The seven natural gas pipelines in the portfolio are all strategically located, serving power producers and municipalities in South Texas, processing plants and producers in the Eagle Ford Shale, and commercial and industrial customers in the Houston area. The NET Mexico Pipeline, the largest pipeline in the portfolio, provides a critical source of natural gas transportation for low-cost,U.S.-sourced shale gas to Mexico. For more information about NextEra Energy Partners, please visit: www.NextEraEnergyPartners.com.

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Cautionary Statements and Risk Factors That May Affect Future Results

This news release contains "forward-looking statements" within the meaning of the federal securities laws. Forward-looking statements are not statements of historical facts, but instead represent the current expectations of NextEra Energy Partners, LP (together with its subsidiaries, NEP) regarding future operating results and other future events, many of which, by their nature, are inherently uncertain and outside of NEP's control. Forward-looking statements in this news release include, among others, statements concerning adjusted EBITDA, cash available for distributions (CAFD) and unit distribution expectations, as well as statements concerning NEP's future operating performance and financing needs. 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 NEP and its business and financial condition are subject to risks and uncertainties that could cause NEP's actual results to differ materially from those expressed or implied in the forward-looking statements. These risks and uncertainties could require NEP to limit or eliminate certain operations. These risks and uncertainties include, but are not limited to, the following: NEP's portfolio includes renewable energy projects that have a limited operating history. Such projects may not perform as expected; NEP's ability to make cash distributions to its unitholders is affected by wind and solar conditions at its renewable energy projects; NEP's business, financial condition, results of operations and prospects can be materially adversely affected by weather conditions, including, but not limited to, the impact of severe weather; Operation and maintenance of renewable energy projects involve significant risks that could result in unplanned power outages, reduced output, personal injury or loss of life; Natural gas gathering and transmission activities involve numerous risks that may result in accidents or otherwise affect the Texas pipelines' operations; NEP depends on certain of the renewable energy projects and pipelines in its portfolio for a substantial portion of its anticipated cash flows; NEP is pursuing the expansion of natural gas pipelines in its portfolio that will require up-front capital expenditures and expose NEP to project development risks; NEP's ability to maximize the productivity of the Texas pipeline business and to complete potential pipeline expansion projects is dependent on the continued availability of natural gas production in the Texas pipelines' areas of operation; Terrorist acts, cyber-attacks or other similar events could impact NEP's projects, pipelines or surrounding areas and adversely affect its business; The ability of NEP to obtain insurance and the terms of any available insurance coverage could be materially adversely affected by international, national, state or local events and company-specific events, as well as the financial condition of insurers. NEP's insurance coverage does not insure

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