Obbligazione NextEra Energy Capital Group 6.35% ( US302570AW69 ) in USD

NextEra Energy Capital Group

91.5 USD ▼

Stati Uniti

US302570AW69 ( in USD )

6.35% per anno ( pagato 2 volte l'anno)

01/10/2066

Prospetto opuscolo dell'obbligazione NextEra Energy Capital Holdings US302570AW69 en USD 6.35%, scadenza 01/10/2066

1 000 USD

350 000 000 USD

302570AW6

BBB ( Lower medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

01/04/2026 ( In 62 giorni )

NextEra Energy Capital Holdings è una sussidiaria di NextEra Energy, specializzata nello sviluppo, nella costruzione e nella gestione di progetti di energia rinnovabile a livello mondiale, con un focus particolare sull'energia eolica e solare.

The Obbligazione issued by NextEra Energy Capital Group ( United States ) , in USD, with the ISIN code US302570AW69, pays a coupon of 6.35% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 01/10/2066

The Obbligazione issued by NextEra Energy Capital Group ( United States ) , in USD, with the ISIN code US302570AW69, was rated Baa2 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Obbligazione issued by NextEra Energy Capital Group ( United States ) , in USD, with the ISIN code US302570AW69, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

Series B Prospectus Supplement
424B2 1 prospectussupplement.htm SERIES B PROSPECTUS SUPPLEMENT Table of Contents

Filed pursuant to Rule 424(b)(2). Based upon the registration of $350,000,000
aggregate principal amount of FPL Group Capital Inc's Series B Enhanced
Junior Debentures due 2066 to be offered by means of this prospectus
supplement and the accompanying prospectus under Registration Statement
Nos. 333-137120, 333-137120-01, 333-137120-02, 333-137120-03, 333-
137120-04, 333-137120-05, 333-137120-06, 333-137120-07 and 333-137120-
08 ("Registration Statement No. 333-137120"), a filing fee of $37,450 has
been calculated in accordance with Rule 457(r). This filing fee will be offset
against the $440,356 aggregate registration fee previously paid. No additional
registration fee has been paid with respect to this offering. In accordance with
Rules 456(b) and 457(r), the registrants will have $402,906 remaining
available for future registration fees, being the sum of (a) $48,146 from the
$123,046 that has already been paid with respect to $1,337,450,000 aggregate
amount of securities that were previously registered pursuant to Registration
Statement Nos. 333-102173, 333-102173-01, 333-102173-02 and 333-
102173-03, which registration statement was filed with the Securities and
Exchange Commission on December 23, 2002, and were not issued or sold
thereunder and (b) $354,760 from the $354,760 that has already been paid
with respect to $2,800,000,000 aggregate amount of securities that were
previously registered pursuant to Registration Statement Nos. 333-116209,
333-116209-01, 333-116209-02, 333-116209-03, 333-116209-04 and 333-
116209-05, which registration statement was filed with the Securities and
Exchange Commission on June 4, 2004, and were not issued or sold
thereunder. This paragraph shall be deemed to update the "Calculation of
Registration Fee" table in Registration Statement No. 333-137120.

PROSPECTUS SUPPLEMENT
(To prospectus dated September 5, 2006)
$350,000,000
Series B Enhanced Junior Subordinated Debentures due 2066

The Series B Enhanced Junior Subordinated Debentures
will be Fully and Unconditionally Guaranteed by
FPL GROUP, INC.
________________
The Series B Enhanced Junior Subordinated Debentures will bear interest at 6.35% per year until October 1, 2016.
During this period, FPL Group Capital will pay interest on the securities on April 1 and October 1 of each year,
beginning April 1, 2007. Beginning October 1, 2016, the securities will bear interest at the Three-Month LIBOR Rate
plus 206.75 basis points (2.0675%), reset quarterly, payable on January 1, April 1, July 1 and October 1 of each year,
beginning January 1, 2017. The securities will be issued in registered form and in denominations of $1,000 and
integral multiples thereof. The securities will mature on October 1, 2066.

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Series B Prospectus Supplement
FPL Group Capital may defer interest payments on the securities on one or more occasions for up to 10 consecutive
years as described in this prospectus supplement. Deferred interest payments will accrue additional interest at a rate
equal to the interest rate then applicable to the securities, to the extent permitted by law.
FPL Group Capital may redeem the securities at its option at the times and the prices described in this prospectus
supplement.
See "Risk Factors" beginning on page S-8 to read about certain factors you should consider before making an
investment in the securities.

________________
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved
of the securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.

________________

Per Junior

Subordinated
Total

Debenture
Price to Public (1)
99.872%

$349,552,000
Underwriting Discount
1.25%

$ 4,375,000
Proceeds to FPL Group Capital (before expenses)
98.622%

$345,177,000
(1) Plus accrued interest, if any, from the date the securities are originally issued, if settlement occurs after that date.
The securities are expected to be delivered in book-entry only form through The Depository Trust Company, on or
about September 19, 2006.

________________

Merrill Lynch & Co. acted as structuring advisor for this transaction.

Joint Book-Running Managers
Banc of America Securities LLC Credit
Suisse JPMorgan
Lehman Brothers Merrill Lynch & Co.
Co-Managers
ABN AMRO Incorporated Barclays Capital Calyon
Securities (USA)
KeyBanc Capital Markets Lazard Capital Markets
RBS Greenwich
Capital Scotia Capital
________________

The date of this prospectus supplement is September 13, 2006.

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Series B Prospectus Supplement
Table of Contents
The accompanying prospectus is part of a registration statement filed with the Securities and Exchange
Commission. You should rely only on the information incorporated by reference or provided in this
prospectus supplement and in the accompanying prospectus and in any written communication from FPL
Group Capital, FPL Group or the underwriters specifying the final terms of the offering. None of FPL Group
Capital, FPL Group or the underwriters has authorized anyone else to provide you with additional or
different information. None of FPL Group Capital, FPL Group or the underwriters is making an offer of
these securities in any jurisdiction where the offer is not permitted. You should not assume that the
information in this prospectus supplement or in the accompanying prospectus is accurate as of any date other
than the date on the front of those documents or that the information incorporated by reference is accurate as
of any date other than the date of the document incorporated by reference.

_________________________

TABLE OF CONTENTS
Page
Prospectus Supplement

Prospectus Supplement Summary
S-3
Risk Factors
S-8
Selected Consolidated Income Statement Data of FPL Group and Subsidiaries
S-11
Consolidated Capitalization of FPL Group and Subsidiaries
S-11
Use of Proceeds
S-12
Specific Terms of the Junior Subordinated Debentures
S-12
Certain Terms of the Replacement Capital Covenant
S-20
Material United States Federal Income Tax Consequences
S-21
Underwriting
S-25

Prospectus

About this Prospectus
2
Risk Factors
2
FPL Group
7
FPL Group Capital
7
FPL Group Capital Trust II, FPL Group Capital Trust III, FPL Group Trust I and FPL Group Trust II
7
Use of Proceeds
8
Consolidated Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges Plus
8
Preferred Dividends
Where You Can Find More Information
8
Incorporation by Reference
9
Forward-Looking Statements
9
Description of FPL Group Capital Senior Debt Securities
10
Description of the FPL Group Guarantee of the FPL Group Capital Senior Debt Securities
21
Description of FPL Group Senior Debt Securities
22
Description of Preferred Trust Securities
23
Description of the Preferred Trust Securities Guarantee
31
Description of the FPL Group and FPL Group Capital Junior Subordinated Debentures and the FPL Group
35
Subordinated Guarantee
Information Concerning the Trustees
51
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Series B Prospectus Supplement
Plan of Distribution
51
Experts
52
Legal Opinions
52

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Series B Prospectus Supplement
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PROSPECTUS SUPPLEMENT SUMMARY
You should read the following summary in conjunction with the more detailed information incorporated by reference
or provided in this prospectus supplement or in the accompanying prospectus. This prospectus supplement and the
accompanying prospectus contain forward-looking statements (as that term is defined in the Private Securities
Litigation Reform Act of 1995). Forward-looking statements should be read with the cautionary statements in the
accompanying prospectus under the heading "Forward-Looking Statements" and the important factors discussed in
this prospectus supplement and in the incorporated documents. To the extent the following information is
inconsistent with the information in the accompanying prospectus, you should rely on the following information. You
should pay special attention to the "Risk Factors" section beginning on page S-8 of this prospectus supplement to
determine whether an investment in these securities is appropriate for you.

FPL GROUP CAPITAL AND FPL GROUP
FPL Group Capital
FPL Group Capital was incorporated in 1985 as a Florida corporation and is a wholly-owned subsidiary of FPL
Group. FPL Group Capital holds the capital stock or other ownership interests of, and provides funding for, FPL
Group's operating subsidiaries other than Florida Power & Light Company. These operating subsidiaries' business
activities primarily consist of FPL Energy, LLC's competitive energy business.
FPL Group
FPL Group is a holding company incorporated in 1984 as a Florida corporation. FPL Group's principal subsidiary,
Florida Power & Light Company, is a rate-regulated utility engaged primarily in the generation, transmission,
distribution and sale of electric energy. Other operations are conducted through FPL Group Capital.
Both FPL Group Capital's and FPL Group's principal executive offices are located at 700 Universe Boulevard, Juno
Beach, Florida 33408, telephone number (561) 694-4000, and their mailing address is P.O. Box 14000, Juno Beach,
Florida 33408-0420.

RECENT DEVELOPMENTS
On December 18, 2005, FPL Group entered into an Agreement and Plan of Merger with Constellation Energy Group,
Inc. and its wholly-owned subsidiary. Under the terms of the merger agreement, a wholly-owned subsidiary of
Constellation Energy formed for the purpose of the merger will merge with and into FPL Group. As a result, FPL
Group will survive the merger and will become a wholly-owned subsidiary of Constellation Energy upon completion
of the merger. Following the merger, FPL Group Capital would be an indirect subsidiary of Constellation Energy.
Consummation of the merger is subject to customary closing conditions, including FPL Group and Constellation
Energy shareholder approvals, approvals by public service or utility commissions of specified states and approval
from the Federal Energy Regulatory Commission. On December 19, 2005, FPL Group and Florida Power & Light
Company filed with the Securities and Exchange Commission a Current Report on Form 8-K that provides additional
information on the Agreement and Plan of Merger, as well as other matters, and included a copy of that agreement as
an exhibit.

CONCURRENT OFFERING
In addition to the securities offered by this prospectus supplement, FPL Group Capital is concurrently offering
$350,000,000 principal amount of its Series A Enhanced Junior Subordinated Debentures due 2066 by a separate
prospectus supplement. The offerings are not contingent upon each other.

S-3
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Series B Prospectus Supplement
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SUMMARY--Q&A
What securities are being offered pursuant to this prospectus supplement?
FPL Group Capital is offering $350,000,000 aggregate principal amount of its Series B Enhanced Junior
Subordinated Debentures due 2066, which will be referred to as the "Junior Subordinated Debentures" in this
prospectus supplement. FPL Group Capital's corporate parent, FPL Group, has agreed to fully and unconditionally
guarantee the payment of principal, interest and premium, if any, on the Junior Subordinated Debentures. The Junior
Subordinated Debentures will be issued in denominations of $1,000 and integral multiples thereof.
What interest will be paid by FPL Group Capital?
Fixed Rate Period. The Junior Subordinated Debentures will bear interest at 6.35% per year from the date they are
issued up to, but not including, October 1, 2016 or earlier redemption date (the "Fixed Rate Period"). Subject to FPL
Group Capital's right to defer interest payments described below, during the Fixed Rate Period interest is payable
semi-annually in arrears on April 1 and October 1 of each year, beginning April 1, 2007.
Floating Rate Period. The Junior Subordinated Debentures will bear interest from October 1, 2016 up to, but not
including, the maturity date or earlier redemption date (the "Floating Rate Period") at the Three-Month LIBOR Rate
plus 206.75 basis points (2.0675%), reset quarterly. Subject to FPL Group Capital's right to defer interest payments
described below, during the Floating Rate Period interest is payable quarterly in arrears on January 1, April 1, July 1
and October 1 of each year, beginning January 1, 2017.
For a more complete description of interest payable on the Junior Subordinated Debentures, see "Specific Terms of
the Junior Subordinated Debentures--Interest and Maturity."
What are the record dates for the payment of interest?
So long as the Junior Subordinated Debentures remain in book-entry only form, the record date for each interest
payment date will be the close of business on the business day immediately preceding the applicable interest payment
date. If the Junior Subordinated Debentures do not remain in book-entry only form, the record date for each interest
payment date will be the close of business on the fifteenth calendar day immediately preceding the applicable interest
payment date.
When can payment of interest be deferred?
So long as there is no event of default under the subordinated indenture pursuant to which the Junior Subordinated
Debentures will be issued, FPL Group Capital may defer interest payments on the Junior Subordinated Debentures,
from time to time, for one or more periods (each, an "Optional Deferral Period") of up to 10 consecutive years per
Optional Deferral Period. In other words, FPL Group Capital may declare at its discretion up to a 10-year interest
payment moratorium on the Junior Subordinated Debentures, and may choose to do that on more than one occasion.
FPL Group Capital may not defer payments beyond the maturity date of the Junior Subordinated Debentures (which
is October 1, 2066). Any deferred interest on the Junior Subordinated Debentures will accrue additional interest at a
rate equal to the interest rate then applicable to the Junior Subordinated Debentures, to the extent permitted by
applicable law. Once all accrued and unpaid interest on the Junior Subordinated Debentures has been paid, FPL
Group Capital can begin a new Optional Deferral Period.
What restrictions are imposed on FPL Group Capital and FPL Group during an Optional Deferral Period?
During any period in which FPL Group Capital defers interest payments on the Junior Subordinated Debentures,
neither FPL Group nor FPL Group Capital may (with limited exceptions):

· declare or pay any dividend or distribution on its capital stock;

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Series B Prospectus Supplement
·redeem, purchase, acquire or make a liquidation payment with respect to any of its capital stock;

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Series B Prospectus Supplement
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·pay any principal, interest or premium on, or repay, repurchase or redeem any debt securities that are equal or
junior in right of payment with the Junior Subordinated Debentures or FPL Group's guarantee (the "Subordinated
Guarantee") of FPL Group Capital's payment obligations under the Junior Subordinated Debentures (as the case
may be); or

·make any payments with respect to any guarantee of debt securities if such guarantee is equal or junior in right of
payment to the Junior Subordinated Debentures or the Subordinated Guarantee (as the case may be).
Even though you will not receive any interest payments on your Junior Subordinated Debentures during an Optional
Deferral Period, you will be required to accrue interest income and include original issue discount in your gross
income for United States federal income tax purposes on an economic accrual basis, even if you are a cash basis
taxpayer. You should consult with your own tax advisor regarding the tax consequences of an investment in the
Junior Subordinated Debentures. See "Material United States Federal Income Tax Consequences--U.S. Holders--
Interest" in this prospectus supplement.
If FPL Group Capital defers interest for a period of 10 consecutive years from the commencement of an Optional
Deferral Period, FPL Group Capital will be required to pay all accrued and unpaid interest at the conclusion of the 10-
year period, and to the extent it does not do so, FPL Group will be required to make guarantee payments in
accordance with the Subordinated Guarantee with respect thereto. If FPL Group Capital fails to pay in full all
accrued and unpaid interest at the conclusion of the 10-year period, such failure continues for 30 days and FPL
Group fails to make guarantee payments with respect thereto, an event of default that gives rise to acceleration of
principal and interest on the Junior Subordinated Debentures will occur under the subordinated indenture pursuant to
which the Junior Subordinated Debentures will be issued. See "Description of the FPL Group and FPL Group Capital
Junior Subordinated Debentures and the FPL Group Subordinated Guarantee--Events of Default" and "Description
of the FPL Group and FPL Group Capital Junior Subordinated Debentures and the FPL Group Subordinated
Guarantee--Remedies" in the accompanying prospectus.
When can FPL Group Capital redeem the Junior Subordinated Debentures?
FPL Group Capital may redeem the Junior Subordinated Debentures at its option before their maturity (i) in whole or
in part on one or more occasions any time before October 1, 2016 at 100% of their principal amount plus accrued and
unpaid interest plus any applicable "make-whole premium," (ii) in whole or in part on one or more occasions on or
after October 1, 2016 at 100% of their principal amount plus accrued and unpaid interest, or (iii) in whole, but not in
part, before October 1, 2016 at 100% of their principal amount plus accrued and unpaid interest plus any applicable
"make-whole premium," if certain changes in tax laws, regulations or interpretations occur. The circumstances under
which the Junior Subordinated Debentures may be redeemed, and the redemption prices, are more fully described
below under the captions "Specific Terms of the Junior Subordinated Debentures--Redemption" and "Specific
Terms of the Junior Subordinated Debentures--Right to Redeem Upon a Tax Event" in this prospectus supplement.
What is the Replacement Capital Covenant?
Around the time of the initial issuance of the Junior Subordinated Debentures, FPL Group Capital and FPL Group
will enter into a Replacement Capital Covenant, as described below under "Certain Terms of the Replacement
Capital Covenant," in which FPL Group Capital and FPL Group will covenant for the benefit of holders of a
designated series of FPL Group Capital's long-term indebtedness, other than the Junior Subordinated Debentures, or
in certain limited cases a designated series of long-term indebtedness of FPL Group, that

· FPL Group Capital will not redeem or repurchase the Junior Subordinated Debentures and

· FPL Group will not purchase the Junior Subordinated Debentures
on or before October 1, 2036, except, subject to certain limitations, to the extent that the applicable redemption or
repurchase price does not exceed a specified amount of proceeds from the sale, during the 180 days prior to the date

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Series B Prospectus Supplement
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of that redemption or repurchase, of qualifying securities that have equity-like characteristics that are the same as, or
more equity-like than, the applicable characteristics of the Junior Subordinated Debentures at the time of redemption
or repurchase by FPL Group Capital or purchase by FPL Group. The Replacement Capital Covenant is not intended
for the benefit of holders of the Junior Subordinated Debentures and may not be enforced by them, and the
Replacement Capital Covenant is not a term of the subordinated indenture pursuant to which the Junior Subordinated
Debentures will be issued, the Subordinated Guarantee or the Junior Subordinated Debentures.
What is the ranking of the Junior Subordinated Debentures and the Subordinated Guarantee?
FPL Group Capital's payment obligation under the Junior Subordinated Debentures will be unsecured and will rank
junior and be subordinated in right of payment and upon liquidation to all of FPL Group Capital's Senior
Indebtedness, and FPL Group's payment obligation under the Subordinated Guarantee will be unsecured and will
rank junior and be subordinated in right of payment and upon liquidation to all of FPL Group's Senior Indebtedness.
Senior Indebtedness of FPL Group Capital and FPL Group are defined below under "Specific Terms of the Junior
Subordinated Debentures--Ranking of the Junior Subordinated Debentures and the Subordinated Guarantee."
However, the Junior Subordinated Debentures and the Subordinated Guarantee will rank equally in right of payment
with any Pari Passu Securities, as defined below under "Specific Terms of the Junior Subordinated Debentures--
Ranking of the Junior Subordinated Debentures and the Subordinated Guarantee."
FPL Group Capital is a holding company that derives substantially all of its income from its operating subsidiaries.
Therefore, the Junior Subordinated Debentures will be effectively subordinated to all indebtedness and other
liabilities, including trade payables, debt and preferred stock incurred or issued by FPL Group Capital's subsidiaries.
In addition to trade liabilities, many of FPL Group Capital's operating subsidiaries incur debt in order to finance their
business activities. All of this indebtedness will be effectively senior to the Junior Subordinated Debentures. The
subordinated indenture pursuant to which the Junior Subordinated Debentures will be issued does not place any limit
on the amount of Senior Indebtedness that FPL Group Capital may issue, guarantee or otherwise incur or the amount
of liabilities, including debt or preferred stock, that FPL Group Capital's subsidiaries may issue, guarantee or
otherwise incur. FPL Group Capital expects from time to time to incur additional indebtedness and other liabilities
that will be senior to the Junior Subordinated Debentures. At August 31, 2006, FPL Group Capital's Senior
Indebtedness, on an unconsolidated basis, totaled approximately $4.5 billion.
FPL Group is a holding company that derives substantially all of its income from its operating subsidiaries.
Therefore, the Subordinated Guarantee will be effectively subordinated to all indebtedness and other liabilities,
including trade payables, debt and preferred stock incurred or issued by FPL Group's subsidiaries. In addition to
trade liabilities, many of FPL Group's operating subsidiaries incur debt in order to finance their business activities.
All of this indebtedness will be effectively senior to the Subordinated Guarantee. The subordinated indenture
pursuant to which the Junior Subordinated Debentures will be issued does not place any limit on the amount of
Senior Indebtedness that FPL Group may issue, guarantee or otherwise incur or the amount of liabilities, including
debt or preferred stock, that FPL Group's subsidiaries may issue, guarantee or otherwise incur. FPL Group expects
from time to time to incur additional indebtedness and other liabilities that will be senior to the Subordinated
Guarantee. At August 31, 2006, FPL Group's Senior Indebtedness, on an unconsolidated basis, totaled approximately
$4.5 billion, which amount consisted solely of FPL Group's guarantees of FPL Group Capital indebtedness referred
to in the paragraph above.
Will the Junior Subordinated Debentures be listed on a stock exchange?
FPL Group Capital does not plan to list the Junior Subordinated Debentures on any national securities exchange.
In what form will the Junior Subordinated Debentures be issued?
The Junior Subordinated Debentures will be represented by one or more global certificates and registered in the name
of The Depository Trust Company ("DTC") or its nominee. This means that you will not receive a certificate for your
Junior Subordinated Debentures and that your broker will maintain your position in the Junior Subordinated
Debentures. FPL Group Capital expects that the Junior Subordinated Debentures will be ready for delivery through
DTC on or about the date indicated on the cover of this prospectus supplement. See "Specific
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Document Outline

sec.gov
- #1">Series B Prospectus Supplement