Nextera Energy, Inc. · NYSE:NEE
Nextera Energy — Investor Presentation (June 2018)
71 slides from Nextera Energy's investor presentation, June 2018
Slide 1: June 2018 Investor Presentation
June 2018 Investor Presentation
Slide 2: Cautionary Statements And Risk Factors That May Affect Future Results
Cautionary Statements And Risk Factors That May Affect Future Results This presentation includes forward-looking statements within the meaning of the federal securities laws. Actual results could differ materially from such forward-looking statements. The factors that could cause actual results to d
Slide 3: Non-GAAP Financial Information
Non-GAAP Financial Information This presentation refers to certain financial measures that were not prepared in accordance with U.S. generally accepted accounting principles. Reconciliations of historical non-GAAP financial measures to the most directly comparable GAAP financial measures can be foun
Slide 4: NextEra Energy is comprised of two strong businesses supported by a common platform
NextEra Energy is comprised of two strong businesses supported by a common platform • ~$74 B market capitalization(1) • ~47 GW in operation(2) • ~$94 B in total assets(3) • The largest electric utility • The world leader in in the United States by electricity generated retail MWh sales from the wind
Slide 5: Built on a foundation of best-in-class operational excellence and financial strength
Built on a foundation of best-in-class operational excellence and financial strength, and focused on clean generation FPL Service Reliability(1) Generation Profile 2017 NextEra Energy Fuel Mix MWhs(2) ~101 minutes Nuclear Wind ~56 minutes 26% 22% Good Coal 2% FPL ~$14 FPL ~61 Natural Gas Solar 3% 46
Slide 6: We have a long-term track record of delivering value to shareholders
We have a long-term track record of delivering value to shareholders Adjusted Earnings Per Share(1) Total Shareholder Return(2) $6.70 $6.19 40% 70% $5.71 34% 60% $5.30 60% $4.97 $4.39 $4.57 30% 50% $3.84 $4.05 $4.30 38% $3.49 22% 40% $3.04 20% $2.63 30% 24% 12% 10% 20% 10% 0% 0% '05 '06 '07 '08 '09
Slide 7: Our growth strategy has led to real change in relative position
Over a sustained period of time, our growth strategy has led to real change in relative position Top 20 Global Utility Equity Market Capitalization(1) As of 6/1/2001 ($ MM) As of 6/13/2018 ($ MM) Rank Market Cap Rank Market Cap 1 $38,574 1 $74,081 NextEra Energy 2 $38,185 2 $59,488 3 $34,476 3 $57,2
Slide 8: We are well positioned to continue this track record
We are well positioned to continue this track record Wholesale & Service FPL Coal FPL Territory Retirements Energy Expansion Services FPL FPL Battery FPL T&D FPL New Solar Infrastructure Generation Storage Expect $40 B - $44 B(1) FPL Capital New Wind Generation Asset of capital Recycling Growth Mode
Slide 9: Florida Power & Light is one of the best utility franchises in the U.S.
Florida Power & Light is one of the best utility franchises in the U.S. Florida Power & Light • One of the largest U.S. electric utilities • Vertically-integrated, retail rate-regulated • ~5 MM customer accounts • ~26.8 GW in operation • $12 B(1) in operating revenues • ~$51 B in total assets 1) As
Slide 10: Our core focus at FPL has been consistent for many years
Our core focus at FPL has been consistent for many years Areas of Focus • Unyielding commitment to customer value proposition Customer – Low Bills Satisfaction – High reliability – Excellent customer service • Focus on efficiency and best-in- Superior Constructive class cost performance Customer Vir
Slide 11: FPL's settlement agreement is designed to help deliver continued outstanding customer value
FPL’s settlement agreement is designed to help deliver continued outstanding customer value FPL’s Base Rate Case Settlement • Base term January 2017 through December 2020 • Retail base revenue increases according to the following schedule: – $400 MM beginning January 2017 – $211 MM beginning January
Slide 12: FPL's value delivery is founded on a low cost position and best-in-class operations
FPL’s value delivery is founded on a low cost position and best-in-class operations Operational Cost Effectiveness(1) $100.00 Adjusted Regressed Top Quartile Good Top Decile $/ Retail MWh FPL 2016 = $12.91/MWh Log/Log FPL 2017 = $12.44/MWh $10.00 1,000,000 10,000,000 100,000,000 1,000,000,000 Retail
Slide 13: FPL's strategy has reduced CO2 emissions by ~31% since 2001
FPL’s strategy has reduced CO2 emissions by ~31% since 2001, resulting in an emissions profile that is ~30% below the national average while eliminating over $9 B of fuel costs FPL CO2 Emissions Profile(1) 1,500 U.S. Electric Power Sector 1,400 Good 1,300 1,200 Florida Power & Light Company CO2 1,10
Slide 14: FPL 2017 – 2020 Investment Initiatives
FPL projects total capital deployment of $17.5 B to $19.0 B from 2017 to 2020 through smart investments that result in customer savings and enhanced reliability FPL 2017 – 2020 Investment Initiatives Projected Recovery Opportunity Status Investment(1) Mechanism Completed construction on ~600 Solar B
Slide 15: FPL has 18 MW of battery projects in operation
FPL has 18 MW of battery projects in operation, each providing unique reliability and economic benefits FPL Storage Project Summary Primary Secondary Size In-service Application (Use Case) Benefit Benefit (MW) date Freq. Response Distribution Feeder Installation Peak T&D Deferral 1.5 8/2016 (Peaker)
Slide 16: FPL's typical residential bills below Florida and National averages
FPL’s strategy continues to result in typical residential bills below both Florida and National averages FPL 1,000-kWh Residential Bill $140 ~$138 $120 ~$119 ~$109 ~$99 ~$101 $100 Good $80 $60 $40 $20 $- FPL FPL (1) FPL FL IOUs(2) National (3) 2006 2018 2021E Average Average FPL expects the typical
Slide 17: NextEra Energy announced agreement to acquire Gulf Power, Florida City Gas, and two gas plants
NextEra Energy announced agreement to acquire Gulf Power, Florida City Gas, and the Stanton and Oleander natural gas power plants Transaction Overview • Addition of attractive regulated electric and natural gas franchises that are an excellent complement to our existing Florida operations – NextEra
Slide 18: Gulf Power and Florida City Gas are an excellent geographic and strategic fit
Gulf Power and Florida City Gas are an excellent geographic and strategic fit for NextEra Energy Strategic Rationale • Complementary service Tallahassee Tallahassee Tallahassee Tallahassee Tallahassee Tallahassee Jacksonville Jacksonville Jacksonville territories to FPL Pensacola Pensacola Pensacola
Slide 19: The transactions are subject to the receipt of key regulatory approvals
The transactions are subject to the receipt of key regulatory approvals Expected Timeline & Key Approvals • Gulf Power and Stanton & Oleander natural gas power plants: – Subject to FERC approval and Hart-Scott-Rodino antitrust requirements – Transactions are expected to close in first half of 2019 •
Slide 20: Energy Resources' focus is to be the leading North American clean energy company
Energy Resources’ focus is to be the leading North American clean energy company Energy Resources • World leader in electricity generated from the wind and sun • ~20 GW(1) of generation in operation – ~14 GW wind – ~2 GW solar – ~3 GW nuclear – ~1 GW natural gas/oil • ~8 BCF of natural gas pipeline
Slide 21: Energy Resources' growth is driven by best-in-class development skills
Energy Resources’ growth is driven by its best-in-class development skills and competitive advantages Energy Resources Development Skills 20,000 Wind and Solar Portfolio(1) 15,000 MW Best-in-Class Purchasing 10,000 Operations Power 5,000 0 Resource Wind Solar Competitive Assessment Cost of Capital a
Slide 22: Wind and solar expected to be competitive into the next decade
With continued technology improvements and cost declines, wind and solar are expected to be competitive into the next decade Wind and Solar Technology Levelized Cost of Levelized Cost of Electricity from Wind Electricity from Solar (Including Production Tax Credits) (Including Investment Tax Credits
Slide 23: Energy Resources benefits from NextEra Energy's purchasing power
Energy Resources benefits from NextEra Energy’s purchasing power as a top capital investor across all industries 2017 Top 10 U.S. Capital Investors(1) $20.0 $19.3 $18.0 $17.2 $16.0 $14.0 $12.0 $B $12.0 $10.7 $10.0 $9.6 $10.0 $8.7 $8.4 $8.1 $8.1 $8.0 $6.0 $4.0 $2.0 $0.0 A B C NEE D E F G H I NextEra
Slide 24: Scale and purchasing power have helped reduce wind O&M costs
Leveraging the scale of Energy Resources’ portfolio and purchasing power have helped reduce wind O&M costs by ~25% since 2014 Wind O&M(1) $/MWh 4.5% 10.5% Improvement Per Year Improvement Per Year 2014 2016 2018E (2) NextEra Average Site (2) Top Quartile Site Top Decile Site (2) Energy Resources’ fl
Slide 25: Energy Resources leverages NEE's strong balance sheet and diverse bank group
Energy Resources is able to leverage NEE’s strong balance sheet and diverse bank group with total capital commitments of over $21 B Funding Breakdown by Country(1) Our lending group is large, balanced and well-diversified 1) Reflects corporate credit facilities, commitments and term loans outstandin
Slide 26: Resource assessment and site selection help identify optimal sites
Resource assessment and site selection capabilities help identify optimal sites to support long-term renewables growth Renewable Development Longer-Term Pipeline Wind: 450-600 MW Wind: 4,500-4,800 2,200-2,500 MW Solar:1,600-1,700 MW Solar: 600-700 200-300 MW Wind: 300-450 MW Solar: 600-700 MW Wind:
Slide 27: Battery efficiency improvements and cost declines expected to expand storage market
Battery efficiency improvements and cost declines are expected to expand the storage market and enable even greater renewables expansion Storage Technology Lithium-ion 4-Hour Battery Pack Cost(1) Battery Storage Adder(2) $/kWh $/MWh $1,200 $80 $71-$81 $1,000 $70 $1,000 $60 $800 $45-$55 $50 $642 $38-
Slide 28: Energy Resources' battery portfolio has rapidly transitioned
Energy Resources’ battery portfolio has rapidly transitioned from single-use short duration ancillary services to long duration multi-use stacked applications Energy Storage Portfolio Operating Portfolio Announced Backlog Portfolio Project MW Duration Project MW Duration Mantua Creek 2 0.2 Parry 2 4
Slide 29: Energy Resources is well positioned for the next phase of renewables deployment
Energy Resources is well positioned for the next phase of renewables deployment that pairs low cost wind and solar with a battery storage solution Grid/Renewable/Battery Operating BaCon Economic Onsite Constraints BaCon Box Optimization Model Price Forecast 24-hr Battery Dispatch Mgmt Load System Fo
Slide 30: Energy Resources' competitive advantages position us well for continued success
Energy Resources’ competitive advantages position us well for continued success Energy Resources Development Program(1) (Signed Contracts as of April 24, 2018) 2017 – 2018 2017 – 2018 2019 – 2020 2019 – 2020 2017 – 2020 Signed Current Signed Current Current Contracts Expectations Contracts Expectati
Slide 31: Energy Resources backlog of future renewables projects has never been stronger
Energy Resources backlog of future renewables projects has never been stronger Energy Resources Renewables Backlog(1) (MW) ~6,000 ~5,000 ~3,700 ~2,900 ~2,400 ~2,100 Q4 2013 Q4 2014 Q4 2015 Q4 2016 Q4 2017 Q1 2018 Wind Solar Repowering Energy Resources originated 1,000 MW of new PPAs in Q1 2018 – one
Slide 32: Well positioned to capitalize on potentially disruptive industry changes
We are well positioned to capitalize on and respond to potentially disruptive changes to our industry in the next decade Disruptive Industry Changes Potential Cost per kWh Post-2020(1) Shale (¢/kWh) Gas 3.5 - 5¢ 4 - 5¢ 3 - 4¢ 3 - 4¢ Big Data Renewables /Storage 2 - 2.5¢ Generation Wind Solar Gas Coa
Slide 33: We have expanded into the natural gas pipeline business
We have leveraged our skills and capabilities to expand into the natural gas pipeline business Natural Gas Pipeline Assets Sabal Trail and Florida Mountain Texas Southeast Connection (FSC) Valley Pipeline (MVP) Pipelines • ~$1.5 B investment in Sabal • NextEra expects to invest • NEP completed the $
Slide 34: We expect to maintain $5 to $7 B of excess balance sheet capacity
We expect to continue to maintain $5 to $7 B of excess balance sheet capacity following the closing of the acquisition of Gulf Power, Florida City Gas, and two natural gas facilities Strong Financial Position NextEra Energy Current Downgrade Expected Post-Closing Rating Agency Corporate Rating Thres
Slide 35: Gulf Power acquisition expected to be immediately accretive to earnings
The announced agreement to acquire Gulf Power, Florida City Gas, and the Stanton and Oleander natural gas power plants are expected to be immediately accretive to earnings upon closing NextEra Energy’s Adjusted Earnings Per Share Expectations(1) $9.40 - • Upon closing, transactions are $8.70 - $9.95
Slide 36: NextEra Energy announced extension of dividend policy through at least 2020
NextEra Energy announced extension of dividend policy through at least 2020 NextEra Energy Dividend Expectations Dividend Per Share Growth Dividend Policy • Expected growth in DPS of $5.50 - $5.80 12% to 14% per year through at least 2020 • Reflects continued strength $3.93 of earnings and operating
Slide 37: NextEra Energy Partners
NExTera energy” PARTNERS Z
Slide 38: NextEra Energy Partners is a best-in-class diversified clean energy growth company
NextEra Energy Partners is a best-in-class diversified clean energy growth company NextEra Energy Partners’ Portfolio(1) • Stable cash flows supported by: – Long-term contracts with credit- worthy counterparties – Geographic and asset diversity • ~3,700 MW of renewables – ~3,100 MW wind – ~600 MW so
Slide 39: Since the IPO, NEP has grown distributions by ~124%
Since the IPO, NEP has grown distributions by ~124% and delivered total unitholder return of 98% Annualized Total Unitholder Return LP Distributions(1) NEP vs. Indices $1.68 98% 100% 90% 80% 70% 60% 54% 50% 40% 28% 30% $0.75 20% 10% 0% Q3 2014 Q4 2014 Q1 2015 Q2 2015 Q3 2015 Q4 2015 Q1 2016 Q2 2016
Slide 40: NEP's value proposition is built upon four core strengths
NEP’s value proposition is built upon four core strengths NextEra Energy Partners’ Core Strengths High-Quality Portfolio(1) Financial Strength and Flexibility Issuer Credit ~3.7 GW Rating(4) Year-end 2017 18-Yr A3 Renewables >90% Ba1/BB/BB+ Remaining Counterparty Capacity of Project Debt ~1.2x & Tax
Slide 41: NEP is treated as a corporation for U.S. federal income tax purposes
Although NEP is organized as a limited partnership, it is treated as a corporation for U.S. federal income tax purposes Structural Tax Advantages Federal Income Earnings & Profits C-Corp for Tax Tax Shield Tax Shield Purposes • Driven by existing and • NEP distributions are • Investors receive a fut
Slide 42: NEP continues to focus on investing in clean energy assets with stable cash flows
NEP continues to focus on investing in clean energy assets with stable cash flows Asset Suitability Long-Term Contract Clean Energy Technology Creditworthy Counterparty “NEP-Able” Asset Stable Regulatory Environment Limited or Monetized Tax Credits Strong Operations Any clean energy asse
Slide 43: Clear visibility to future growth
Acquisitions from Energy Resources, organic growth and third party M&A all provide NEP with clear visibility to future growth Growth Opportunities Potential Acquisition of Potential Organic Clean Energy Potential for 3rd Prospects for Assets at Energy Party Texas Pipelines Resources, Acquisitions an
Slide 44: NEP's credit ratings increase financing flexibility and debt capacity
NEP’s credit ratings increase financing flexibility and debt capacity due to greater market access Corporate Credit Rating and Debt Capacity • NEP corporate credit ratings: High-Yield Term Loan B Debt Revolving Convertible Credit Facility Moody’s S&P Fitch Preferred Convertible Preferred Ba1 BB BB+
Slide 45: NEP's long-term outlook for distribution growth extended through 2023
We have extended NEP’s long-term outlook for distribution growth through 2023 NextEra Energy Partners Financial Expectations Annualized LP Distributions(1) Adjusted EBITDA and CAFD(3) Annual 12% - 15% $1,000–$1,150 MM Growth(2) $1.81-$1.86 $1.62 $360–$400 MM Q4 2017 Q4 2018E Q4 2023E 12/31/2018 12/3
Slide 46: NEP offers a superior value proposition
We believe NEP offers a superior value proposition and is better positioned than ever to deliver upon its long-term expectations Investor Total Return Potential • Opportunity to earn a total return of ~4% 16% - 19% roughly 16% - 19% per year through at least 2023 12% - 15% • Diversified portfolio wi
Slide 47: Appendix
Appendix NExTera’ NexTera energy” ENERGY & PARTNERS 2 47
Slide 48: NextEra Energy
NExTera’ ENERGY @
Slide 49: NextEra Energy's credit metrics remain on track
NextEra Energy’s credit metrics remain on track Credit Metrics A- Downgrade Actual Target S&P Range Threshold 2017(1) 2018(2) FFO/Debt 23%-35% 23% 26% / 29% 28% Debt/EBITDA 2.5x-3.5x 3.0x 3.0x Baa Downgrade Actual Target Moody’s Range Threshold 2017 2018(2) CFO Pre-WC/Debt 13%-22% 20% 22% 23% CFO-Di
Slide 50: Contracted Renewables Development Program
Contracted Renewables Development Program(1) Wind Location MW Solar Location MW 2017: 2017: Oliver III ND 99 Whitney Point CA 20 Golden Hills North CA 46 Marshall MN 62 Bluff Point IN 120 Westside CA 20 Cottonwood NE 90 Distributed Generation Various 97 TOTAL 2017 Wind: 355 TOTAL 2017 Solar: 199 201
Slide 51: U.S. Federal tax incentives for completed renewables projects extended
U.S. Federal tax incentives for completed renewables projects have been extended into the next decade Extended U.S. Federal Tax Credits Wind Production Solar Investment Tax Credit (PTC) Tax Credit (ITC) Start of Start of Construction COD Wind Construction Solar Date Deadline PTC Date ITC During 2016
Slide 52: Tax reform provides immediate benefit to FPL customers
Tax reform provides immediate benefit to FPL customers and is accretive to NextEra Energy shareholders Tax Reform Impacts(1) • Tax reform provides an unprecedented opportunity to benefit FPL customers – Utilized available reserve amortization to offset nearly all of ~$1.3 B expensing of Hurricane Ir
Slide 53: NEP no longer consolidated by NextEra Energy
Due to the enhanced governance rights for LP unitholders, effective January 2018 NEP is no longer consolidated by NextEra Energy Practical Summary of Deconsolidation Accounting GAAP Adjusted Earnings • NEP’s balance sheet removed • No impact to adjusted earnings Equity from NEE’s and replaced with M
Slide 54: New accounting standards and tax reform impacts
In January 2018, NextEra Energy adopted new accounting standards and recorded tax reform-related impacts to tax equity arrangements, which impacts adjusted earnings Practical Summary of New Accounting Standards and Tax Reform Impacts GAAP Adjusted Earnings • Historically unrealized gains were • Unre
Slide 55: NEE's Balance Sheet Impacts due to Accounting Changes and Deconsolidation
NEE’s Balance Sheet Impacts due to Accounting Changes and Deconsolidation ($ MM) New Tax Reform Accounting NEP Impact on Tax As Reported Standards Deconsolidation Equity Recast 12/31/2017 1/1/2018 1/1/2018 1/1/2018 1/1/2018 Assets Total PPE 72,416 (96) (6,174) 66,146 (9) Investment in NEP(1) - 4,433
Slide 56: NextEra Energy's Adjusted Earnings - Q1 2018
NextEra Energy’s adjusted earnings now captures NEP investment gains related to deconsolidation and tax reform related impacts on tax equity NextEra Energy’s Adjusted Earnings - Q1 2018(1) ($ MM) Net income attributable to NEE(2) $4,428 Other Adjustments (NQH, etc.) (66) NEP Investment gains impact(
Slide 57: Reconciliation of Adjusted Earnings to GAAP Net Income
Reconciliation of Adjusted Earnings to GAAP Net Income Attributable to NextEra Energy, Inc. (Three Months Ended March 31, 2018) Florida Pow er Energy Corporate & NextEra Energy, (m illions, except per share am ounts) & Light Resources Other Inc. Net Incom e (Loss) Attributable to NextEra Energy, Inc
Slide 58: Reconciliation of Earnings Per Share to Adjusted Earnings Per Share
Reconciliation of Earnings Per Share Attributable to NextEra Energy, Inc. to Adjusted Earnings Per Share 1) Net of approximately $0.08 of income tax benefit at FPL 58
Slide 59: Definitional information
Definitional information NextEra Energy, Inc. Adjusted Earnings Expectations This presentation refers to adjusted earnings per share expectations. Adjusted earnings expectations exclude the effect of non- qualifying hedges, the transitional impacts of tax reform, NEP investment gains, as well as unr
Slide 60: Cautionary Statement And Risk Factors That May Affect Future Results
Cautionary Statement And Risk Factors That May Affect Future Results This presentation contains “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not statements of historical facts, bu
Slide 61: Cautionary Statement And Risk Factors (cont.)
Cautionary Statement And Risk Factors That May Affect Future Results (cont.) effectiveness of NextEra Energy's and FPL's risk management tools associated with their hedging and trading procedures to protect against significant losses, including the effect of unforeseen price variances from historica
Slide 62: NextEra Energy Partners
NExTera energy” PARTNERS Z
Slide 63: NEP's portfolio is comprised of ~3.7 GW of renewable assets plus seven pipelines
NEP’s portfolio is comprised of ~3.7 GW of renewable assets plus seven natural gas pipelines with an ~18 year weighted average remaining contract life Portfolio Overview(1) Project COD Location Net MW Technology Counterparty Credit PPA Life Ashtabula III Dec-10 ND 62 Wind A3 21 Baldwin Dec-10 ND 102
Slide 64: PAYGO Tax Equity Financing
NEP’s tax shield creates the need to employ tax equity financing for projects that generate a large portion of their economics from tax credits PAYGO Tax Equity Financing • Tax equity financing is used Project Cash Flow Split(1) to monetize tax attributes • Under tax equity, an investor makes an up-
Slide 65: NEP's holdco leverage to project distributions target of 4.0x – 5.0x
NEP’s holdco leverage to project distributions metric target of 4.0x – 5.0x is consistent with its strong mid– to high–BB credit ratings Credit Metrics BB Actual Target (1) (4) S&P Range 2017 YE 2018(5) Holdco Debt/EBITDA 4.0x - 5.0x 3.8x 4.0x - 5.0x Ba1 Actual Target (2) (4) (5) Moody's Range 2017
Slide 66: Expected Cash Available for Distribution
Expected Cash Available for Distribution(1) (December 31, 2018 Run Rate CAFD) $1,100-$1,250 ($20-$30) ($75-$85) $1,000-$1,150 ($240-$320) ($330-$410) ($30-$35) ($5-$15) $360-$400 Project-Level Corporate IDR Fees Adjusted Debt Pre-Tax Non-Cash Maintenance Estimated Adjusted Expenses EBITDA Service (2
Slide 67: Definitional information
Definitional information NextEra Energy Partners, LP. Adjusted EBITDA and CAFD Expectations This presentation refers to adjusted EBITDA and CAFD expectations. NEP’s adjusted EBITDA expectations represent projected (a) revenue less (b) fuel expense, less (c) project operating expenses, less (d) corpo
Slide 68: Cautionary Statement And Risk Factors That May Affect Future Results
Cautionary Statement And Risk Factors That May Affect Future Results This presentation 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
Slide 69: Cautionary Statement And Risk Factors (cont.)
Cautionary Statement And Risk Factors That May Affect Future Results (cont.) A change in the jurisdictional characterization of some of the Texas pipeline entities' assets, or a change in law or regulatory policy, could result in increased regulation of these assets, which could have a material adve
Slide 70: Cautionary Statement And Risk Factors (cont.)
Cautionary Statement And Risk Factors That May Affect Future Results (cont.) The natural gas pipeline industry is highly competitive, and increased competitive pressure could adversely affect NEP's business; NEP may not be able to access sources of capital on commercially reasonable terms, which wou
Slide 71: Cautionary Statement And Risk Factors (cont.)
Cautionary Statement And Risk Factors That May Affect Future Results (cont.) Holders of NEP's common units and preferred units currently cannot remove NEP GP without NEE’s consent; NEE’s interest in NEP GP and the control of NEP GP may be transferred to a third party without unitholder consent; The