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ORDER NO. PSC-2021-0409-FOF-EI
<br />DOCKET NO. 20210127 -El
<br />PAGE 5
<br />Equity securities that may be issued by FPL include preferred stock, preference stock,
<br />convertible preferred or preference stock, or warrants, options or rights to acquire such securities,
<br />or other similar rights exercisable for or convertible into preferred or preference stock, or
<br />purchase contracts obligating holders to purchase such securities, or other equity securities, with
<br />such par values, terms and conditions and relative rights and preferences as deemed appropriate
<br />by FPL and as are permitted by its Restated Articles of Incorporation, as the same may be
<br />amended from time to time.
<br />FPL may also enter into financings, whereby FPL would establish and make an equity
<br />investment in one or more special purpose limited partnerships, limited liability companies,
<br />statutory trusts or other entities. FPL, or a wholly-owned subsidiary of FPL, would act as or
<br />appoint the general partner, managing member, sponsor or other members of each such entity.
<br />The entity would offer preferred or debt securities to the public and use the proceeds to acquire
<br />debt securities from FPL. FPL would issue debt securities to the entity equal to the aggregate of
<br />FPL's equity investment and the amount of preferred or debt securities sold to the public by the
<br />entity. FPL may also guarantee, among other things, the distributions to be paid by the affiliated
<br />entity to the preferred or debt securities holders. Payments by FPL on the debt securities sold to
<br />the entity would be used by that entity to make payments on the preferred or debt securities as
<br />well as on FPL's equity investment. Consequently, in the event of such a financing, to avoid
<br />double -counting, FPL would only count the total amount of its debt securities issued to the
<br />entity, and would not count the equity securities issued by the entity to FPL, the preferred or debt
<br />securities issued by the entity to the public, or the related FPL guaranties with respect to such
<br />preferred or debt securities issued by the entity to the public, against the total amount of
<br />proposed long-term debt and equity securities.
<br />In connection with the issuance (i) by FPL of long-term or short-term debt securities or
<br />preferred or preference stock, or (ii) by an affiliated entity of preferred or debt securities, the
<br />terms of which preferred or debt securities or stock permit FPL or the affiliated entity (as
<br />applicable) to defer principal, interest or other distributions for certain payment periods, FPL
<br />may agree to sell additional equity securities and/or long-term or short-term debt securities and
<br />to use the proceeds from the sale of those other securities to make principal, interest or other
<br />distributions on such preferred or debt securities or stock as to which such principal, interest or
<br />other distributions have been deferred. In addition, in connection with the issuance (i) by FPL of
<br />long-term or short-term debt securities or preferred or preference stock or (ii) by an affiliated
<br />entity of preferred or debt securities, FPL may covenant, pledge or make other commitments in
<br />favor of holders of such new stock or preferred or debt securities or the holders of previously -
<br />issued stock or preferred or debt securities, providing that such stock or preferred or debt
<br />securities will not be acquired (by redemption, purchase, exchange or otherwise), or otherwise
<br />satisfied, discharged or defeased, in certain circumstances unless such acquisition (by
<br />redemption, purchase, exchange or otherwise), satisfaction, discharge or defeasance is
<br />accomplished by (1) the issuance of or (2) proceeds from the issuance of, a security or securities
<br />satisfying the provisions set forth in such covenant, pledge or other commitment.
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