What is the total purchase price for both Gulf Power and Florida City Gas?

The approximate purchase price for Gulf Power is $5.75 billion in cash, less approximately $1.4 billion of Gulf Power debt, subject to adjustments. The approximate purchase price for Florida City Gas is $530 million in cash, subject to adjustments. The total cash consideration for both is approximately $6.28 billion, before adjustments and debt consideration for Gulf Power.

What are the key conditions that must be met for these acquisitions to close?

Both transactions are subject to several conditions, including the receipt of required regulatory approvals (such as from FERC and the expiration of the HSR Act waiting period), the absence of any legal restraints prohibiting the transactions, and the accuracy of representations and warranties between the parties. For FCG, the consummation is also contingent on Southern Company's previously announced dispositions of Elizabethtown Gas and Elkton Gas assets.

When are these acquisitions expected to be completed?

The filing indicates target termination dates for the agreements, suggesting an expectation for closing within those timeframes, subject to the satisfaction of conditions. The Gulf Power agreement may be terminated if not consummated by June 28, 2019 (extendable to December 31, 2019). The FCG agreement may be terminated if not consummated by December 31, 2018 (extendable to March 31, 2019). The exact completion date is dependent on regulatory approvals and other closing conditions.

Are there any termination fees associated with these agreements?

Yes, the Gulf Power agreement includes provisions for termination fees. Under specified circumstances, the purchaser may be required to pay Southern Company a termination fee of $100 million or $200 million. Conversely, under certain other circumstances, Southern Company may be required to pay the purchaser a termination fee of $100 million. The FCG agreement also outlines termination rights and circumstances, but specific termination fee amounts are not detailed in this summary of the agreement.

NEXTERA ENERGY INC 8-K: Material Agreements

Summary

NextEra Energy, Inc. (NEE) announced on May 22, 2018, its entry into definitive agreements to acquire Gulf Power Company and Florida City Gas (FCG) from The Southern Company and its affiliates. This strategic move involves two separate stock purchase agreements. The acquisition of Gulf Power is for approximately $5.75 billion in cash, less certain debt. The acquisition of FCG is for approximately $530 million in cash. Both transactions are subject to customary closing conditions, including regulatory approvals (such as FERC and HSR Act review) and the absence of any legal restraints. The anticipated benefits of these acquisitions for NextEra Energy include expanding its regulated utility operations and customer base, particularly within Florida.

Key Highlights

1NextEra Energy Inc. (NEE) to acquire Gulf Power Company for approximately $5.75 billion cash, less debt.
2NEE to acquire Florida City Gas (FCG) for approximately $530 million cash.
3Acquisitions are from The Southern Company and its affiliates.
4Both transactions are subject to customary closing conditions, including regulatory approvals and HSR Act clearance.
5The Gulf Power acquisition agreement has a termination date of June 28, 2019, with potential extensions.
6The FCG acquisition agreement has a termination date of December 31, 2018, with potential extensions.
7The company is providing forward-looking statements and cautionary information regarding risks and uncertainties associated with these transactions.

NEXTERA ENERGY INC 8-K Report, Material Agreement (May 23, 2018)

Summary

Key Highlights

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