Order No. PSC-2024-0457-FOF-EI•Florida Public Service Commission native order document 09638-2024
Florida Public Service Commission native order document 09638-2024
Order No. PSC-2024-0457-FOF-EIFlapubserv
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FILED 10/22/2024 DOCUMENT NO. 09638-2024 FPSC - COMMISSION CLERK BEFORE THE FLORIDA PUBLIC SERVICE COMMISSION In re: Application for authority to issue and sell securities during calendar years 2025 and 2026, pursuant to Section 366.04, F.S., and Chapter 25-8, F.A.C., by Florida Power & Li ht Com an . DOCKET NO. 20240122-EI ORDER NO. PSC-2024-0457-FOF-EI ISSUED: October 22 , 2024 The following Commissioners participated in the disposition of this matter: MIKE LA ROSA, Chairman GARY F. CLARK ANDREW GILES FAY GABRIELLA PASSIDOMO FINAL ORDER GRANTING FLORIDA POWER & LIGHT COMPANY APPROVAL FOR AUTHORITY TO ISSUE AND SELL SECURITIES BY THE COMMISSION: Florida Power & Light Company (FPL or Company) filed an application on August 14 , 2024 pursuant to Section 366.04, Florida Statutes (F.S.), and Chapter 25-8 , Florida Administrative Code (F.A.C.), seeking the authority to issue, sell and/ or exchange securities and/ or to assume liabilities or obligations and make borrowings during the calendar years 2025 and 2026, as further described therein. Notice of the Applicant's app li cation was given in the Florida Administrative Register on September 20, 2024. I. Proposed Transactions FPL seeks authority for the fo ll owing: FPL requests authori zation to issue and sell and/ or exchange any combination of the long-term debt and equity securities described below and/ or to assume liabilities or obligations as guarantor, endorser or surety in an aggregate amount not to exceed $8.6 billion during ca lendar year 2025. In addition, FPL requests authorization to issue and sell short-term securities during calendar years 2025 and 2026 in an amount or amounts such that the aggregate principal amount of short-term securities outstanding at the time of and including any such sale shall not exceed $5.6 billion.
ORDER NO. PSC-2024-0457-FOF-EJ DOCKET NO. 20240122-EI PAGE2 The long-term debt securities may include first mortgage bonds. medium-term notes, extendible commercial notes, debentures, convertible or exchangeable debentures, notes, convertible or exchangeable notes or other similar rights exercisable for or convertible into debt securities, or other strnight debt or hybrid debt securities, whether subordinated or unsubordinated , secured or unsecured, including renewals and extensions thereof, with maturities ranging from one to one hundred years. FPL may issue long-term debt securities by extending the maturity of short-te1m securities. FPL may enter into wruTants, options. rights, interest rate swaps, currency swaps or other derivative instruments, or other arrangements. FPL may also enter into debt purchase contracts, obligating holders to purchase from FPL. and obligating FPL to sell, debt securities at a future date or dates. In addition, FPL may enter into forward refunding or forward swap contracts during calendar year 2025. 1n conjunction with these forward contracts. FPL may issue and sell long- term debt through December 31, 2025, which FPL may commit to deliver under these forward contracts. Moreover, FPL may enter into installment purchase and security agreements, loan agreements, or other arrangements with political subd ivisions of the States of Florida, Georgia, Mississippi, Texas , or other states, if any, where FPL is or becomes qualified lo do business, and/or pledge debt securities and/or issue guaranties in connection with such political subdivisions' issuance, for the ultimate benefit of FPL, of Revenue Bonds or other " private activity bonds" with maturities ranging from one to one hundred yeru·s, bond anticipation notes or commercial paper. Such obl igations may or may not bear interest exempt from federal, state or local tax. Contemplated to be included as long-term or short-term debt securities, as appropriate. are borrowings from banks and other lenders, and obligations pursuant to issuances of letters or credit, obtained under FPL's various credit facilities and other loan agreements or other arrangements, as those may be entered into and runended from time to time. Also contemplated to be included as long-term or short-term debt securities. as appropriate. are borrowings from banks and other lenders, and obligations pursuant to issuances of letters of credit, obtained under credit facilities and other loan agreements or other arrangements, as those may be entered into and runended from time to time by one or more wholly-owned, special purpose subsidiaries of FPL, with the proceeds of such borrowings to be used solely for the benefit of: ( l) FPL"s regulated utility operations; and (2) FPL's customers. In furtherance of the foregoing: • On February 8, 2023, FPL entered into a second amended and restated syndicated revolving credit and letter of credit agreement (refe1Ted to as the 2023 Revolving Credit Agreement) which, as runended. provides for approximately $2 .920 bil li on of commitments. As of June 30, 2024, approximately $2.717 billion will expire on February 8. 2029, $128.38 million will expire on February 8, 2028, and $74.825 million will expire on February 8, 2025. Borrowings and letter of credit issuances under the 2023 Revolving Credit Agreement are available for general corporate purposes, including, without limitation, to pay any interest or fees owing under that agreement, provide backup for FPL's self-insurance program covering its and its subsidiru·ies' operating facilities, and fund the cost of the prompt restoration, reconstruction and/or repair of facilities that may be damaged
ORDER NO. PSC-2024-0457-FOF-EI DOCKET NO. 20240122-EI PAOE3 or destroyed due to the occurrence of any man-made or natural disaster or event or otherwise. • On April 29, 2022, FPL entered into a $500 million syndicated revolving credit agreement (referred to as the April 2022 Revolving Credit Agreement) with an expiration date of April 29, 2025. The proceeds of borrowings and the letters of credit issu ed under the April 2022 Revolving Credit Agreement are available for FPL 's general corporate purposes, including, without limitation, to pay any interest or fees owing under that agreement, provide backup for FPL's self- insurance program covering its and its subsidiaries' operating facilities, and fund the cost of the prompt restoration, reconstruction and /or repair of facilities that may be damaged or destroyed due to the occurrence of any man-made or natural disaster or event or otherwise. • Borrowings and/or letter of credit issuances available to FPL under the 2023 Revolving Credit Agreement and the Apri l 2022 Revolving Credit Agreement also can be used to support the purchase of Revenue Bonds that are tendered by individual bond holders and not remarketed prior to maturity. • On April 28. 2023, FPL entered into a second amended and restated revolving credit agreement with a commercial bank which provides a $200 million commitment and has a maturity date of April 28 , 2025. • On May 19, 2022, FPL entered into an amended and restated revolving credit agreement with a commercial bank which provides a $100 million commitment and has a maturity date of May 19, 2025. • On June 22, 2022, FPL entered into an amended and restated revolving credit agreement with a commercial bank which provides a $150 million commitment and has a maturity date of June 22, 2025. • On June I. 2022, FPL entered into an amended and restated revolving credit agreement with a commercial bank which provides a $75 million commitment, and has a maturity date of August 30, 2025. • On July 19, 2022, FPL entered into an amended and restated revolving credit agreement with a commercial bank which. as amended. provides a $55 million commitment and has a maturity date of February 24, 2027. • On January 5, 2024, FPL entered into two revolving credit agreements with comme rcial banks each providing a $100 million commitment and each with a cu1Tent maturity date of July 3, 2025 (for a total of $200 million in commitments); provided, however, the maturity date of each automatically extends for an additional six month period six months prior to the then-existing maturity date (unless the applicable lender provides notice that it has elected not to extend).
ORDER NO. PSC-2024-0457-FOF-El DOCKET NO. 20240122-EI PAGE4 • On January 5, 2024, FPL entered into a revolving credit agreement with a commercial bank which provides a $200 million commitment and has a current maturity date of July 3, 2025; provided, however, the maturity date automatically extends for an additional six month period six months prior to the then-existing maturity date (unless the lender provides notice that it has elected not to extend). • On January 9, 2024, FPL entered into a revolving credit agreement with a commercial bank which provides a $100 million commitment and has a maturity date of January 9, 2026. • On May 31, 2024, FPL entered into six revolving credit agreements with commercial banks. Each revolving credit agreement provides a $250 million commitment (for a total of $1.5 billion of commitments) and has a maturity date of December 16, 2024, with an option for FPL (subject to certain terms and conditions) to convert any outstanding principal amount thereunder at maturity into a term loan with a maturity date of December 15 , 2025. • Borrowings under each of the bilateral credit racilities described above may be used for general corporate purposes. Additionally, debt secmities may be issued by FPL or its affiliates or subsidiaries in con nection with one or more facilities secured by accounts receivable or involving the sale of accounts receivable or interests therein to be used solely for the benefit of FPL ' s regulated utility operations. Equity securities that may be issued by FPL include preferred stock, preference stock, convertible preferred or preference stock, or warrants, options or rights to acquire such securities, or other similar rights exercisable for or convertible into preferred or preference stock, or purchase contracts obligating holders to purchase such securities, or other equity securities, with such par values, terms and conditions and relative rights and preferences as deemed appropriate by FPL and as are permitted by its Restated Articles of Incorporation. as the same may be amended from time to time. FPL may also enter into financings, whereby FPL would establish and make an equi ty investment in one or more special purpose limited partnerships, limited liability companies, statutory trusts or other entities. FPL, or a wholly-owned subsidiary of FPL, would act as or appoint the general pru1ner, managing member, sponsor or other members of each such entity. The entity would offer preferred or debt securities to the public and use the proceeds to acquire debt securities from FPL. FPL would issue debt securities to the entity equal to the aggregate of FPL's equity investment and the amount of preferred or debt securities sold to the public by the entity. FPL may also guarantee, among other things, the distributions to be paid by the affiliated entity to the preferred or debt securities ho lders. Payments by FPL on the debt securities sold to the entity would be used by that entity to make payments on the preferred or debt securities as well as on FPL's equity investment. Consequently, in the event of such a financing, to avoid double-counting, FPL would only count the total amount of its debt securities issued to the
ORDER NO. PSC-2024-0457-FOF-EI DOCKET NO. 20240122-EI PAGES entity, and would not count the equity securities issued by the entity to FPL, the preferred or debt securities issued by the entity to the public, or the related FPL guaranties with respect to such preferred or debt securities issued by the entity to the public, against the total amount of proposed long-term debt and equity securities. ln connection with the issuance (i) by FPL of long-term or short-term debt securities or preferred or preference stock, or (ii) by an affiliated entity of preferred or debt securities, the terms of which preferred or debt securities or stock permit FPL or the affiliated entity (as applicable) to defer principal, interest or other distributions for certain payment periods, FPL may agree to sell additional equity securities and/or long-tenn or short-term debt securities and to use the proceeds from the sale of those other securities to make principal, interest or other distributions on such preferred or debt securities or stock as to which such principal, interest or other distributions have been deferred. In addition, in connection with the issuance (i) by FPL of long-term or short-term debt securities or prefened or preference stock or (ii) by an affiliated entity of preferred or debt securities, FPL may covenant, pledge or make other commitments in favor of holders of such new stock or preferred or debt securities or the holders of previously- issued stock or preferred or debt securities, providing that such stock or preferred or debt securities will not be acquired (by redemption, purchase, exchange or otherwise), or otherwise satisfied, discharged or defeased, in certain circumstances unless such acquisition (by redemption, purchase, exchange or otherwise). satisfaction, discharge or defeasance is accomplished by (1) the issuance of, or (2) proceeds from the issuance of, a security or securities satisfying the provisions set forth in such covenant, pledge or other commitment. The exchange of FPL 's securities may be by way of an exchange of a security of FPL for another security or securities of FPL or of one of its subsidiaries or affiliates, or the exchange of a security of FPL or of one of its subsidiaries or affiliates for the security or securities of another entity. The manner of issuance and sale and/or exchange of securities will be dependent upon the type of security being offered, the type of transaction in which the securities are being issued and sold and/or exchanged and market conditions at the time of the issuance and sale and/or exchange. The short-term securities will have maturities of not more than twelve months and may be secured or unsecured, subord inated or unsubordinated. FPL may enter into warrants, options, rights, interest rate swaps, cmTency swaps or other derivative instruments. refunding transactions or other arrangements relating to, as well as contracts for the purchase or sale of, short-term securities. Consistent with Securities and Exchange Commission '·no-action" letters, FPL may issue and sell commercial paper without compliance with the regi stration requirements of the Securities Act of 1933, as amended, subject to certain conditions. The short-term securities are issued to provide funds to temporarily finance portions of FPL's construction program and capital commitments and for other corporate purposes. Also, during 2025 and 2026, FPL may need short-tenn financing for, among other purposes, seasonal fuel requirements, for contingency financing such as fuel adjustment under-recoveries or storm
ORDER NO. PSC-2024-0457-FOF-EI DOCKET NO. 20240122-EI PAGE6 restoration costs, and for the temporary funding of maturing or called long-term debt or equity securities. The interest rate that FPL could pay on debt securities will vary depending on the type of debt instruments and the terms thereof, including specifica ll y the tenor (i.e., the term) of the debt and whether the debt is secured or unsecured and subordinated or unsubordinated, as well as market conditions. A new series of 5-year first mortgage bonds was issued by FPL on June 3, 2024, and upon issuance cruTied a yield to maturity of 5.188%. A new series of I 0-year first mortgage bonds was issued by FPL on June 3, 2024, and upon issuance carried a yield to maturity of 5.344%. A new series of 30-year first mo1tgage bonds was issued by FPL on June 3. 2024, and upon issuance carried a yield to maturity of 5.615%. A new series of 50-year variable rate notes was issued by FPL on July 1, 2024, which variable rate is based on a compounded secured overnight financing rate minus 0.35%. A new series of I 0-year first mortgage bonds was issued by FPL on July 30, 2024, and upon issuance carried a yield to maturity of 5.005%. A new series of JO-year variable rate revenue bonds was issued by Miami-Dade County Industrial Development Authority on May 23, 2024, wnich proceeds were loaned to FPL under a loan agreement, and which variable rate is established at various intervals by the remarketing agents for such bonds. The dividend rate for preferred or preference stock is similarly affected by the terms of the offering. It is estimated that a new issue of FPL preferred stock as of June 30, 2024, would have carried a dividend yield of approximately 5.25% to 5.75%. In addition, FPL may from time-to-time issue instruments of guaranty, collatera li ze debt and other obligations, issue other securities, and arrange for the issuance of letters or credit and guaranties, in any such case to be issued or arranged by FPL or by one or more of its subsidiaries for the benefit of FPL's regulated utility operations. FPL confirmed in its application that any such issuances described above will be used in connection with the regulated activities of FPL, and not the nonregulated activities of its affiliates. FPL will file a consummation repo11 with the Commission in compliance with Rule 25- 8.009, Florida Administrative Code, within 90 days after the end of any fiscal year in which FPL issues securities. II. Purposes of Issues [ t is expected that the net proceeds to be received from the issuance and sale and/or exchange (if there are any net proceeds from an exchange) of the additional long-term debt and equity securities (with the exception of the proceeds of the issuance and sale of any Revenue Bonds or other "private activity bonds" (whether structured as variable rate demand notes or otherwise) or similar securities which will be used for specific purposes) will be added to FPL's general funds and will be used to finance the acquisition or construction of additional regulated utility facilities and equipment, as well as capital improvements to and maintenance of existing facilities; to acquire (by redemption, purchase, exchange or otherwise), or to otherwise satisfy. discharge or defease, any of its outstanding debt securities or equity securities; to repay all or a portion of any maturing long-term debt obi igations: to satisfy FPL· s obi igations under guaranties; to repay all or a portion of short-term bank borrowings. commercial paper and other
ORDER NO. PSC-2024-0457-FOF-El
DOCKET NO. 20240122-EI
PAGE 7
short-term debt outstanding at the time of such transactions and/or for other corporate purposes.
Proceeds, if any, may be temporarily invested in short-term instruments pending their application
to the foregoing purposes. As of June 30, 2024, approximately $1.7 billion of FPL's long-tem1
debt will mature during 2025.
FPL maintains a continuous construction program, principally for electric generation,
transmission and distribution facilities. FPL 's long-range construction program is subject to
periodic review and revision. The construction program referred to herein has been necessitated
by continued growth in the demand for service on FPL's system and the replacement and
improvements required to its existing system. It is manifestly in the public interest for FPL to
raise the funds which are required to perform such service. A more detailed description of FPL's
proposed generation projects is provided in the FPL 2024-2033 Ten-Year Site Plan on tile with
the Commission. 1 As of June 30, 2024, FPL estimated that capital expenditures under its 2025-
2026 construction program will be approximately $ I 8.7 billion, including Allowance for Funds
Used During Construction ("AFUDC..) (see Exhibit B).
At present, there is one project with anticipated construction expenditures during the
2025-2026 period involving a certification of need by the Commission under the Florida
Electrical Power Plant Siting Act or the Transmission Line Siting Act: the Sweatt-Whidden
transmission Iine. Sweatt-Whidden is a 230kV electric transmission line, the cost of which was
estimated to be $213.5 million, that was approved by the Commission in Order No. PSC-2022-
0196-FOF-EI issued in Docket No. 20220045-EI on June 3, 2022. The project is currently under
construction and is scheduled to be completed by June 2026. As of July 3 l, 2024, the actual
capital expended in the development of the project is $42 million. A more detailed description
of this project is provided in the FPL 2024-2033 Ten-Year Site Plan on file with the
Commission. 2
FPL continually assesses the interest rate on new issue long-term debt or the dividend
rate on new issue preferred or preference stock of FPL and its subsidiaries which may be such
that it becomes economically attractive to acquire (by redemption. purchase, exchange or
otherwise), or otherwise satisfy, discharge or defease. a portion or a ll of certain of its or its
subsidiaries long-term debt securities or equity securities, providing an opportunity for FPL to
reduce interest or dividend expense even after accounting for such other considerations as the (i)
redemption or other reacquisition premium, (ii) other associated reacquisition or discharge
expenses and (iii) related income tax effects. This reduction would be beneficial to FPL·s
customers and, with proper regulatory treatment. would not be detrimental to FPL's common
shareholder. Other important considerations in making such a decision would include an
assessment of anticipated future interest and dividend rates and FPL's ability to raise enough
new capital to finance its construction program while concurrently pursuing any refinancing
opportunities. FPL might also consider acquiring or otherwise satisfying, discharging or
1 A copy of the FPL 2024-2033 Ten-Year Site Plan is available at: https: // www.floridapsc.com/psctiles/website-
fi Ies/PDF/Uti lities/ Electricgasffen YearSiteP lans//2024/Florida%20Power%20and%20Li ght%20Company.pd f.
2 See footnote I .ORDER NO. PSC-2024-0457-FOF-EI DOCKET NO. 20240122-EI PAGE8 defeasing a portion or aJI of certain of its or its subsidiaries long-term debt securities or equity securities for reasons other than interest or dividend expense reduction. Under future market conditions, it may be economical to enter into forward refunding or forward swap contracts. The forward refunding contracts would be for the purpose of refunding long-term debt (including but not limited to refunding Revenue Bonds) which may be issued on FPL's behalf and which can be callable. Under federal tax law, the refunding of Revenue Bonds with tax-exempt bonds issued more than 90 days prior to the redemption or retirement of the outstanding issue is restricted. However, through a forward refunding contract, FPL could lock- in prevailing tax-exempt fixed rates for refunding Revenue Bonds which would be issued 90 days prior to a call date of the outstanding issue. Alternatively, FPL could enter into a forward swap contract, to become effective on a call date of the outstanding issue. to lock-in prevailing tax-exempt fixed rates. Any anticipated savings generated by such forward transactions would be spread over the combined life of the outstanding bonds and the refunding bonds starting with the execution of the forward contract. In connection with its application, FPL confirmed that the capital raised pursuant to this application will be used in connection with the regulated activities of FPL and FPL 's subsidiaries, and not the nonregulated activities of its affiliates. Ill. Conclusion Having reviewed the application, it is the finding of this Commission that the transactions described in the application will not impair the ability of FPL to perform the services of a public utility. These transactions are for such lawful purposes within FPL's corporate powers and, as such, the application is granted. Our approval of the proposed issuance and/or sale of securities does not indicate specific approval of any rates, terms, or conditions associated with the issuance. Such matters are properly reserved for our review within the context of a rate proceeding. Our approval of the issuance of securities constitutes approval only as to the legality of the issue. In approving the subject financing. we retain the right to disallow any of the costs incurred for ratemaking purposes. Based on the foregoing, it is ORDERED by the Florida Public Service Commission that the application of Florida Power & Light Company to issue and sell securities pursuant to Section 366.04, Florida Statutes, and Chapter 25-8, Florida Administrative Code, is approved as set forth herein. It is fu11her ORDER ED that Flo rida Power & Light Company is hereby authorized to issue and sell and/or exchange any combination of long-term debt and equity securities and/or to assume liabilities or obligations as guarantor, endorser or surety in an aggregate amount not to exceed $8 .6 billion during calendar year 2025, for the purposes and in the manner described in the Applicant's application. Jt is f-urther
ORDER NO. PSC-2024-0457-FOF-EI DOCKET NO. 20240122-EI PAGE9 ORDERED that Florida Power & Light Company is hereby authorized to issue and sell short-term securities in an amount or amounts such that the aggregate principal amount of short- tenn securities outstanding at the time of and including any such sale shall not exceed $5.6 billion during calendar years 2025 and 2026, for the purposes and in the manner described in the Applicant's application. It is fm1her ORDERED that Florida Power & Light Company will file a consummation report in compliance with Rule 25-8.009, Florida Administrative Code, within 90 days after the end of any fiscal year in which FPL issues securities authorized by this Order. It is further ORDERED that this docket shall remain open until May 1, 2026, to monitor the issuance and/or sale of securities until the Applicant submits and Commission staff has reviewed the Consummation Repo11 , at which time it shall be closed administratively. SF By ORDER of the Florida Public Service Commission this 22nd day of October. 2024. Comm· sion Florida Public Service Commission 2540 Shumard Oak Boulevard Tallahassee, Florida 32399 (850) 413-6770 www.floridapsc.com Copies furnished: A copy of this document is provided to the parties of record at the time of issuance and, if applicable, interested persons.
ORDER NO. PSC-2024-0457-FOF-EI DOCKET NO. 20240122-EI PAGE IO NOTICE OF FURT HER PROCEEDINGS OR JUDICIAL REVIEW The Florida Public Service Commission is required by Section 120.569( I), Florida Statutes, to notify parties of any administrative hearing or judicial review of Commission orders that is available under Sections 120.57 or 120.68, Florida Statutes, as well as the procedures and time limits that apply. This notice should not be construed to mean all requests for an administrative hearing or judicial review will be granted or result in the relief sought. Any party adversely affected by the Commission's final action in this matter may request: l) reconsideration of the decision by filing a motion for reconsideration with the Office of Commission Clerk, 2540 Shumard Oak Boulevard, Tallahassee, Florida 32399-0850, within fifteen (15) days of the issuance of this order in the form prescribed by Rule 25-22.060, Florida Administrative Code ; or 2) judicial review by the Florida Supreme Court in the case of an electric, gas or te lephone utility or the First District Court of Appeal in the case of a water and/ or wastewater utility by filing a notice of appeal with the Office of Commission Clerk, and filing a copy of the notice of appeal and the filing fee with the appropriate cou,t. This filing must be completed within thirty (30) days after the issuance of this order, pursuant to Rule 9.110, Florida Rules of Appellate Procedure. The notice of appeal must be in the form specified in Rule 9.900(a), Florida Rules of Appellate Procedure.
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