Item 1.01 Entry into a Material Definitive Agreement
As previously disclosed, on
The notes are unsecured obligations of NEP and are absolutely and unconditionally guaranteed, on a senior unsecured basis, by NEP OpCo. A holder may convert all or a portion of its notes at any time prior to the close of business on the business day immediately preceding the maturity date in accordance with the indenture. Upon conversion, NEP will pay cash up to the aggregate principal amount of the notes to be converted and pay or deliver, as the case may be, cash, NEP common units or a combination of cash and common units, at NEP's election, in respect of the remainder, if any, of NEP's conversion obligation in excess of the aggregate principal amount of the notes being converted.
The conversion rate is initially 13.1296 NEP common units per
Upon the occurrence of a fundamental change (as defined in the indenture) holders of the notes may require NEP to repurchase all or a portion of their notes for cash in an amount equal to the principal amount of the notes to be repurchased, plus accrued and unpaid special interest, if any. The notes are not redeemable at NEP's option prior to maturity.
The indenture contains, among other provisions, certain default and acceleration provisions relating to the failure to make required payments or to observe other covenants in the indenture and related documents, certain bankruptcy-related events and certain cross-default provisions with respect to other indebtedness agreements or instruments of NEP or NEP OpCo.
The foregoing description of the indenture and the notes does not purport to be complete and is qualified in its entirety by reference to the complete text of the indenture (including the form of notes), a copy of which is filed as Exhibit 4 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 8.01 Other Events
NEP used approximately
In addition, NEP entered into a registration rights agreement with the initial
purchaser, for the benefit of the initial purchaser and holders of the notes,
pursuant to which, among other things, NEP has agreed to file a shelf
registration statement with the
2
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become effective on or prior to
Item 9.01 Financial Statements and Exhibits (d) Exhibits. Exhibit Number Description 4 Indenture, dated as ofDecember 3, 2020 , by and amongNextEra Energy Partners, LP ,NextEra Energy Operating Partners, LP andThe Bank of New York Mellon , as trustee 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)
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