Trade Confirmations between NextEra Energy US Partners Holdings, LLC and Bank of America, N.A. dated March 26, 2018

EX-10.2 3 exhibit102-03x21x2018.htm EXHIBIT 10.2 Exhibit


Exhibit 10.2
To:
 
NextEra Energy US Partners Holdings, LLC
700 Universe Boulevard
Juno Beach, FL 33408
United States
Attention
 
Matt Geoffroy / Business Manager
Telephone:
 
(561) 691-7348
 
 
 
From:
 
Bank of America, N.A.
Department:
 
Swaps Operations
Telephone:
 
(+1) 980 ###-###-####
Fax:
 
(+1) 866 ###-###-####
 
 
 
Date:
 
26th March 2018
 
 
 
Our Reference No:
 
925688927
Internal Tracking No:
 
25688927
Admin No:
 
18BN143012
USI:
 
1030282338VM25688927

This Confirmation supersedes and replaces any and all Confirmations previously sent to you in respect of this Transaction.

Dear Sir/Madam,

The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between NextEra Energy US Partners Holdings, LLC and Bank of America, N.A. (each a "party" and together "the parties") on the Trade Date specified below (the "Transaction"). This letter agreement constitutes a "Confirmation" as referred to in the ISDA Master Agreement specified in paragraph 1 below (the "Agreement").

The definitions and provisions contained in the 2006 ISDA Definitions, as published by the International Swaps and Derivatives Association, Inc. (the "Definitions"), are incorporated into this Confirmation. In the event of any inconsistency between the Definitions and this Confirmation, this Confirmation will govern.

1.
This Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement dated as of 21st March 2018, as amended and supplemented from time to time, between the parties. All provisions contained in the Agreement govern this Confirmation except as expressly modified below.

In this Confirmation ''Party A'' means Bank of America, N.A. and ''Party B'' means NextEra Energy US Partners Holdings, LLC.

General Terms:
2.
The terms of the particular Transaction to which this Confirmation relates are as follows:

Notional Amount:
 
USD 3,000,000,000.00
 
 
 
Trade Date:
 
22nd March 2018

1
Party A Reference No: 925688927



Effective Date:
 
26th March 2028
 
 
 
Termination Date:
 
26th March 2038, subject to adjustment in accordance with the Modified Following Business Day Convention
 
 
 
  Fixed Amounts:
 
 
 
 
 
    Fixed Rate Payer:
 
Party B
 
 
 
    Fixed Rate Payer
    Payment Dates:
 
The 26th of each March and September, commencing on 26th September 2028 and ending on the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention
 
 
 
    Fixed Rate:
 
3.19200 per cent
 
 
 
    Fixed Rate Day
    Count Fraction:
 
30/360
 
 
 
  Floating Amounts:
 
 
 
 
 
    Floating Rate Payer:
 
Party A
 
 
 
    Floating Rate Payer
    Payment Dates:
 
The 26th of each March, June, September and December, commencing on 26th June 2028 and ending on the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention
 
 
 
    Floating Rate for initial
    Calculation Period:
 
to be determined
 
 
 
    Floating Rate Option:
 
USD-LIBOR-BBA
 
 
 
    Designated Maturity:
 
3 Month
 
 
 
    Spread:
 
None
 
 
 
    Floating Rate Day
    Count Fraction:
 
Actual/360
 
 
 
    Reset Dates:
 
First day of each Calculation Period.
 
 
 
  Business Days:
 
London and New York
 
 
 
Early Termination 1:
 
 
 
 
 
    Mandatory Early
    Termination:
 
Applicable



2
Party A Reference No: 925688927



Settlement Terms:
 
 
 
 
 
    Cash Settlement Valuation
    Time:
 
11:00 a.m. local time in New York
 
 
 
    Valuation Business Days:
 
New York and London
 
 
 
    Mandatory Early Termination
    Date:
 
26th March 2028
 
 
 
    Cash Settlement Amount:
 
Notwithstanding Section 17.1(a) or Section 18.2(a) of the Definitions, for purposes of this Transaction, (i) the party which is “out-of-the- money” and the party which is “in-the-money" shall be determined by the Calculation Agent and (ii) the Cash Settlement Amount in respect of the Mandatory Early Termination Date will be determined by the Calculation Agent. Such determinations by the Calculation Agent shall be made in a commercially reasonable manner in accordance with market practice in the relevant market. In the absence of manifest error, such determinations shall be final and conclusive and the Cash Settlement Amount will be payable on the Mandatory Early Termination Date.
 
 
 
    Business Day Convention for
    Mandatory Early Termination
    Date:
 
Modified Following
 
 
 
    Cash Settlement Currency:
 
USD
 
 
 
  Calculation Agent:
 
Party A
 
 
 
Early Termination 2:
 
 
 
 
 
    Optional Early Termination:
 
Applicable
 
 
 
    Option Style:
 
American
 
 
 
    Optional Early Termination Date:
 
Beginning with trade date and ending with Trade Maturity date.
 
 
 
    Seller:
 
Party A
 
 
 
    Buyer:
 
Party B
 
 
 
    Exercise Business Day:
 
New York & London
 
 
 
  Procedure for Exercise:
 
 
 
 
 
    Commencement Date:
 
22nd March 2018
 
 
 
    Expiration Date:
 
26th March 2038





3
Party A Reference No: 925688927



    Earliest Exercise Time:
 
9:00 a.m., New York time
 
 
 
    Expiration Time:
 
11:00 a.m. New York time
 
 
 
    Multiple Exercise:
 
Applicable
 
 
 
Settlement Terms:
 
 
 
 
 
  Cash Settlement:
 
Applicable
 
 
 
    Cash Settlement Amount:
 
Notwithstanding Section 16.1(a) or Section 18.2(a) of the Definitions, for purposes of this Transaction, (i) the party which is “out-of-the-money” and the party which is “in-the-money" shall be determined by the Calculation Agent and (ii) the Cash Settlement Amount in respect of the Optional Early Termination Date will be determined by the Calculation Agent. Such determinations by the Calculation Agent shall be made in a commercially reasonable manner in accordance with market practice in the relevant market. In the absence of manifest error, such determinations shall be final and conclusive and the Cash Settlement Amount will be payable on the Cash Settlement Payment Date.
 
 
 
    Cash Settlement Currency:
 
USD

3.
Recording of Conversations:
Each party to this Transaction acknowledges and agrees to the recording of conversations between trading and marketing personnel of the parties to this Transaction whether by one or both of the parties or their agents.

4.
Account Details:

As advised under separate cover with reference to this Confirmation, each party shall provide appropriate payment instructions to the other party in writing and such instructions shall be deemed to be incorporated into this Confirmation.

5.
Offices:

The Office of Party A for this
Transaction is:
 
Charlotte - NC, United States
Please send reset notices to fax no. (+1) 866 ###-###-####
 
 
 
The Office of Party B for this
Transaction is:
 
Juno Beach - FL, United States





4
Party A Reference No: 925688927



Please confirm that the foregoing correctly sets forth the terms and conditions of our agreement by returning via telecopier an executed copy of this Confirmation in its entirety to the attention of Global FX and Derivative Operations (fax no.(+1) 866 ###-###-####).

 
 
Accepted and confirmed as of the date first written:
 
 
 
Bank of America, N.A.
 
NextEra Energy US Partners Holdings, LLC
 
 
 
 
 
 
LISA PALMIERI
 
 
Lisa Palmieri
 
 
Director; Group Operations Manager
 
 
US Derivatives Documentation
 
 
 
 
 
Authorised Signatory:
 
By:    PAUL CUTLER                                                      
 
 
Name:    Paul I. Cutler
 
 
Title:      Treasurer
 
 
 
 
 
 
 
 
 
Our Reference Number:
925688927
 
Internal Tracking No:
25688927
 




















5
Party A Reference No: 925688927




To:
 
NextEra Energy US Partners Holdings, LLC
700 Universe Boulevard
Juno Beach, FL 33408
United States
Attention
 
Matt Geoffroy / Business Manager
Telephone:
 
(561) 691-7348
 
 
 
From:
 
Bank of America, N.A.
Department:
 
Swaps Operations
Telephone:
 
(+1) 980 ###-###-####
Fax:
 
(+1) 866 ###-###-####
 
 
 
Date:
 
26th March 2018
 
 
 
Our Reference No:
 
925717179
Internal Tracking No:
 
25717179
Admin No:
 
18BN148175
USI:
 
1030282338VM25717179

Dear Sir/Madam,

The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between NextEra Energy US Partners Holdings, LLC and Bank of America, N.A. (each a "party" and together "the parties") on the Trade Date specified below (the "Transaction"). This letter agreement constitutes a "Confirmation" as referred to in the ISDA Master Agreement specified in paragraph 1 below (the "Agreement").

The definitions and provisions contained in the 2006 ISDA Definitions, as published by the International Swaps and Derivatives Association, Inc. (the "Definitions"), are incorporated into this Confirmation. In the event of any inconsistency between the Definitions and this Confirmation, this Confirmation will govern.

1.
This Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement dated as of 21st March 2018, as amended and supplemented from time to time, between the parties. All provisions contained in the Agreement govern this Confirmation except as expressly modified below.

In this Confirmation ''Party A'' means Bank of America, N.A. and ''Party B'' means NextEra Energy US Partners Holdings, LLC.

General Terms:
2.
The terms of the particular Transaction to which this Confirmation relates are as follows:

Notional Amount:
 
USD 2,000,000,000.00
 
 
 
Trade Date:
 
22nd March 2018
 
 
 
Effective Date:
 
26th March 2028

1
Party A Reference No: 925717179



Termination Date:
 
26th March 2038, subject to adjustment in accordance with the Modified Following Business Day Convention
 
 
 
  Fixed Amounts:
 
 
 
 
 
    Fixed Rate Payer:
 
Party B
 
 
 
    Fixed Rate Payer
    Payment Dates:
 
The 26th of each March and September, commencing on 26th September 2028 and ending on the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention
 
 
 
    Fixed Rate:
 
3.19200 per cent
 
 
 
    Fixed Rate Day
    Count Fraction:
 
30/360
 
 
 
  Floating Amounts:
 
 
 
 
 
    Floating Rate Payer:
 
Party A
 
 
 
    Floating Rate Payer
    Payment Dates:
 
The 26th of each March, June, September and December, commencing on 26th June 2028 and ending on the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention
 
 
 
    Floating Rate for initial
    Calculation Period:
 
to be determined
 
 
 
    Floating Rate Option:
 
USD-LIBOR-BBA
 
 
 
    Designated Maturity:
 
3 Month
 
 
 
    Spread:
 
None
 
 
 
    Floating Rate Day
    Count Fraction:
 
Actual/360
 
 
 
    Reset Dates:
 
First day of each Calculation Period.
 
 
 
  Business Days:
 
London and New York
 
 
 
Early Termination 1:
 
 
 
 
 
    Mandatory Early
    Termination:
 
Applicable




2
Party A Reference No: 925717179



Settlement Terms:
 
 
 
 
 
    Cash Settlement Valuation
    Time:
 
11:00 a.m. local time in New York
 
 
 
    Valuation Business Days:
 
New York and London
 
 
 
    Mandatory Early Termination
    Date:
 
26th March 2028
 
 
 
    Cash Settlement Amount:
 
Notwithstanding Section 17.1(a) or Section 18.2(a) of the Definitions, for purposes of this Transaction, (i) the party which is “out-of-the- money” and the party which is “in-the-money" shall be determined by the Calculation Agent and (ii) the Cash Settlement Amount in respect of the Mandatory Early Termination Date will be determined by the Calculation Agent. Such determinations by the Calculation Agent shall be made in a commercially reasonable manner in accordance with market practice in the relevant market. In the absence of manifest error, such determinations shall be final and conclusive and the Cash Settlement Amount will be payable on the Mandatory Early Termination Date.
 
 
 
    Business Day Convention for
    Mandatory Early Termination
    Date:
 
Modified Following
 
 
 
    Cash Settlement Currency:
 
USD
 
 
 
  Calculation Agent:
 
Party A
 
 
 
Early Termination 2:
 
 
 
 
 
    Optional Early Termination:
 
Applicable
 
 
 
    Option Style:
 
American
 
 
 
    Optional Early Termination Date:
 
Beginning with trade date and ending with Trade Maturity date.
 
 
 
    Seller:
 
Party A
 
 
 
    Buyer:
 
Party B
 
 
 
    Exercise Business Day:
 
New York & London
 
 
 
  Procedure for Exercise:
 
 
 
 
 
    Commencement Date:
 
22nd March 2018
 
 
 
    Expiration Date:
 
26th March 2038
 
 
 
    Earliest Exercise Time:
 
9:00 a.m., New York time



3
Party A Reference No: 925717179



    Expiration Time:
 
11:00 a.m. New York time
 
 
 
    Multiple Exercise:
 
Applicable
 
 
 
Settlement Terms:
 
 
 
 
 
  Cash Settlement:
 
Applicable
 
 
 
    Cash Settlement Amount:
 
Notwithstanding Section 16.1(a) or Section 18.2(a) of the Definitions, for purposes of this Transaction, (i) the party which is “out-of-the-money” and the party which is “in-the-money" shall be determined by the Calculation Agent and (ii) the Cash Settlement Amount in respect of the Optional Early Termination Date will be determined by the Calculation Agent. Such determinations by the Calculation Agent shall be made in a commercially reasonable manner in accordance with market practice in the relevant market. In the absence of manifest error, such determinations shall be final and conclusive and the Cash Settlement Amount will be payable on the Cash Settlement Payment Date.
 
 
 
    Cash Settlement Currency:
 
USD

3.
Recording of Conversations:
Each party to this Transaction acknowledges and agrees to the recording of conversations between trading and marketing personnel of the parties to this Transaction whether by one or both of the parties or their agents.

4.
Account Details:

As advised under separate cover with reference to this Confirmation, each party shall provide appropriate payment instructions to the other party in writing and such instructions shall be deemed to be incorporated into this Confirmation.

5.
Offices:

The Office of Party A for this
Transaction is:
 
Charlotte - NC, United States
Please send reset notices to fax no. (+1) 866 ###-###-####
 
 
 
The Office of Party B for this
Transaction is:
 
Juno Beach - FL, United States

Please confirm that the foregoing correctly sets forth the terms and conditions of our agreement by returning via telecopier an executed copy of this Confirmation in its entirety to the attention of Global FX and Derivative Operations (fax no.(+1) 866 ###-###-####).




4
Party A Reference No: 925717179



 
 
Accepted and confirmed as of the date first written:
 
 
 
Bank of America, N.A.
 
NextEra Energy US Partners Holdings, LLC
 
 
 
 
 
 
LISA PALMIERI
 
 
Lisa Palmieri
 
 
Director; Group Operations Manager
 
 
US Derivatives Documentation
 
 
 
 
 
Authorised Signatory:
 
By:    PAUL CUTLER                                                      
 
 
Name:    Paul I. Cutler
 
 
Title:      Treasurer
 
 
 
 
 
 
 
 
 
Our Reference Number:
925717179
 
Internal Tracking No:
25717179
 




























5
Party A Reference No: 925717179