Amendment No. 4 to Form S-1

As filed with the Securities and Exchange Commission on June 23, 2014

Registration No. 333-196099

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Amendment No. 4

to

Form S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

NextEra Energy Partners, LP

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   4911   30-0818558

(State or other Jurisdiction of

Incorporation or Organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(IRS Employer

Identification Number)

700 Universe Boulevard

Juno Beach, Florida 33408

(561) 694-4000

(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)

 

 

Charles E. Sieving

700 Universe Boulevard

Juno Beach, Florida 33408

(561) 694-4000

(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)

 

 

Copies to:

 

Richard B. Aftanas

Andrea L. Nicolas

Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square

New York, New York 10036

(212) 735-3000

 

Joshua Davidson

Timothy S. Taylor

Mollie Duckworth

Baker Botts L.L.P.

One Shell Plaza

910 Louisiana Street

Houston, Texas 77002

(713) 229-1234

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ¨

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer   ¨    Accelerated filer   ¨
Non-accelerated filer   x  (Do not check if a smaller reporting company)    Smaller reporting company   ¨

 

 

 

CALCULATION OF REGISTRATION FEE

 

 

 

Title of each Class of

Securities to be Registered

   Amount
to be
Registered(1)
   Estimated
Maximum
Offering Price
per Share(2)
   Estimated
Maximum
Aggregate
Offering
Price(2)(3)
   Amount of
Registration
Fee(3)(4)

Common units representing limited partnership interests

   18,687,500    $21.00    $392,437,500    $50,545.95

 

 

(1) Includes 2,437,500 common units that may be sold if the option to purchase additional shares granted by us to the underwriters is exercised in full.
(2) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(a) of the Securities Act of 1933, as amended.
(3) Includes the offering price of any additional shares of common units that the underwriters have the option to purchase.
(4) $48,139 was previously paid in connection with the initial filing of this Registration Statement.

 

 

 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 


EXPLANATORY NOTE

This Amendment No. 4 is being filed for the purposes of filing Exhibits 5.1, 10.10 and 23.1 herewith, to revise the fee table on the front cover of the Registration Statement and to revise Item 13 of Part II of the Registration Statement. No changes or additions are being made hereby to the Prospectus constituting Part I of the Registration Statement (not included herein) or to Items 14, 15 or 17 of Part II of the Registration Statement.


PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 13. Other Expenses of Issuance and Distribution.

Set forth below are the expenses (other than underwriting discounts and the structuring fee) expected to be incurred by the registrant and paid by NEER in connection with the issuance and distribution of the securities registered hereby. With the exception of the SEC registration fee, the FINRA filing fee and the NYSE listing fee, the amounts set forth below are estimates.

 

SEC registration fee

   $ 50,546   

FINRA filing fee

     83,500   

NYSE listing fee

     202,000   

Printing and engraving expenses

     600,000   

Fees and expenses of legal counsel

     6,900,000   

Tax advisory costs

     8,400,000   

Accounting fees and expenses

     1,500,000   

Transfer agent and registrar fees

     20,000   

Miscellaneous

     1,500,000   
  

 

 

 

Total

   $ 19,256,046   
  

 

 

 

 

Item 16. Exhibits and Financial Statement Schedules.

The exhibit index attached hereto is incorporated herein by reference.


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Juno Beach, State of Florida, on June 23, 2014.

 

NextEra Energy Partners, LP
By:  

NextEra Energy Partners GP, Inc.,

its general partner

By:  

/s/ Charles E. Sieving

  Name: Charles E. Sieving
  Title: General Counsel

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and the dates indicated.

 

Signature

  

Title

 

Date

*

James L. Robo

  

Chairman of the Board, Chief Executive

Officer and Director

(Principal Executive Officer)

  June 23, 2014

*

Moray P. Dewhurst

  

Chief Financial Officer and Director

(Principal Financial Officer)

  June 23, 2014

*

Armando Pimentel, Jr.

   President and Director   June 23, 2014

*

Charles E. Sieving

   General Counsel and Director   June 23, 2014

*

Chris N. Froggatt

  

Controller and Chief

Accounting Officer

(Principal Accounting Officer)

  June 23, 2014

 

*By:  

/s/ Charles E. Sieving

  Attorney-in-fact


EXHIBIT INDEX

 

Number

 

Description

  1.1   Form of Underwriting Agreement.
  3.1**   Certificate of Limited Partnership of NEE Partners.
  3.2**   Form of Amended and Restated Agreement of Limited Partnership of NEE Partners.
  3.3**   Certificate of Limited Partnership of NEE Operating LP.
  3.4**   Form of Amended and Restated Agreement of Limited Partnership of NEE Operating LP.
  3.5**   Certificate of Incorporation of our general partner.
  3.6**   Bylaws of our general partner.
  5.1   Opinion of Skadden, Arps, Slate, Meagher & Flom LLP with respect to the legality of the common units registered.
10.1**   Form of Management Services Agreement by and among NEE Partners, NEE Operating GP, NEE Operating LP and NEE Management.
10.2**   Form of ROFO Agreement by and among NEE Operating LP, NEE Partners and NEER.
10.3**   Form of Purchase Agreement by and between NEE Partners and NEE Equity.
10.4**   Form of Equity Purchase Agreement by and between NEE Operating LP and NEE Partners.
10.5**   Form of Exchange Agreement by and among NEE Partners, NEE Equity and NEE Operating LP.
10.6**   Form of Registration Rights Agreement by and between NEE Partners and NextEra.
10.7**   Form of Indemnity Agreement.
10.8*   Revolving Credit Facility by and among NEEC and NextEra Energy US Partners Holdings, LLC, as borrowers, NEE Operating LP, as guarantor, and the lenders party thereto.
10.9**   Form of NEE Partners 2014 Long Term Incentive Plan.
10.10   Form of Cash Sweep and Credit Support Agreement by and between NEE Operating LP and NEER
21.1**   Subsidiaries of the Registrant.
23.1   Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1).
23.2**   Consent of Deloitte & Touche LLP, independent public registered accounting firm, with respect to the audited financial information of NEE Partners.
23.3**   Consent of Deloitte & Touche LLP, independent public registered accounting firm, with respect to the audited financial information of our accounting predecessor.
24.1**   Powers of Attorney.
99.1**   Consent of Robert Byrne.
99.2**   Consent of Peter H. Kind.

 

* To be filed by amendment.
** Previously filed.