Research Update: NextEra Energy Partners L.P. 'BB' Ratings Affirmed Asset Acquisition Plan; Outlook Stable November 6, 2020 Rating Action Overview PRIMARY CREDIT ANALYST - NextEra Energy Partners L.P. (NEP) has announced plans to acquire a 40% interest in a 1 GW Kimberly E Yarborough, CFA portfolio of renewable assets (Pine Brooke) and 100% interest in a solar plus storage project in New York Arizona. (1) 212-438-1089 kimberly.yarborough - NEP also announced a $2 billion convertible equity portfolio financing (CEPF) with certain @spglobal.com infrastructure funds, part of which it will use to fund these acquisitions. SECONDARY CONTACT - We are affirming our 'BB' issuer credit rating on NEP. Aneesh Prabhu, CFA, FRM - We are affirming our 'BB' issue-level rating on NEP's senior unsecured debt. New York (1) 212-438-1285 - The stable outlook reflects our expectation that the company will continue to operate under aneesh.prabhu long-term contracts while maintaining its ratio of funds from operations (FFO) to debt of around @spglobal.com 20% and debt to EBITDA of around 4.0 - 4.5x over the next three years. RESEARCH ASSISTANT Sachi A Sarvaiya Mumbai Rating Action Rationale We expect the acquisitions of the Pine Brooke portfolio and Wilmot solar plus storage project will enhance NEP's contractual profile and geographic diversity. In keeping with its 2020 growth plan, NEP plans to acquire the following assets from NextEra Energy Resources LLC's (NEER) portfolio: - 40% interest in a 1 GW portfolio of seven renewable assets (Pine Brooke portfolio). NEER has offered a 50% stake in this portfolio to KKR and a 40% stake to NEP; KKR and NEP would pay the same purchase price for their interests. The portfolio includes three wind farms and four solar projects. Pine Brook Portfolio Pine Brooke Portfolio Technology Capacity (MW)* State Blue Summit III Wind 200 TX www.spglobal.com/ratingsdirect November 6, 2020 1 Research Update: NextEra Energy Partners L.P. 'BB' Ratings Affirmed Asset Acquisition Plan; Outlook Stable Pine Brook Portfolio (cont.) Pine Brooke Portfolio Technology Capacity (MW)* State Taylor Creek Solar 74.5 FL Harmony Solar 74.5 FL Ponderosa Wind 200 OK Sanford Solar 49.4 ME Soldier Creek Wind 300 KS Saint Solar 100 AZ *Represents 100% of project size, NEP owns 40% of the portfolio. Upon completion, we expect these acquisitions to add $50 million to $55 million to NEP's EBITDA (contributing 6% of total EBITDA on a consolidated basis). The proposed portfolio enhances NEP's current contractual profile. With a remaining life of 19 years, the contract structure is favorable compared to NEP's current remaining contract life of 15 years. This portfolio also improves the company's geographic footprint. We now assess our ratings on NEP ratings under our corporate methodology. We previously rated NEP under our project developer methodology, which incorporated the weighted average quality of distributions from its subsidiaries. Central to the project developer analysis is our view that a developer holds itself separate from its subsidiaries, viewing them only as economic investments. Embedded in our deconsolidation treatment--where we incorporate only parent-level recourse debt in our financial analysis--was our assessment that the developer will extend limited support to a subsidiary, mostly through capital allocation decisions in the subsidiary's growth investments. Importantly, if a developer extends sustained support to a subsidiary, we consider it no different from a corporate credit and assess its financial risk profile on a consolidated basis. NEP's increased reliance on CEPFs as a preferred mode of financing growth, in our view, extends absolute support to these investments. We view these instruments as parent level quasi-equity because upon conversion, this would materially dilute NEP's market float. As a result, NEP is now rated under our corporate methodology. Our business risk profile of satisfactory and financial risk profile of aggressive is unchanged. Even on a consolidated basis, we view convertible equity portfolio financing (CEPF) joint ventures (JVs) as potentially cash flow interruptible in the longer run. NEP expects to fund the acquisitions with proceeds from a new CEPF plus additional tax equity proceeds from its existing Baldwin and Northern Colorado repowering projects - NEP would place Wilmot into a tax equity with the Baldwin and Northern Colorado repowering wind assets. - NEP would combine these eight assets with four existing assets, including Genesis, to create a portfolio to support the CEPF investment. We view CEPF with 100% buyout provision in common units as potentially interruptible to NEP's cash flows in the long run. If NEP is unable to or elects not to buy out the funds' interests, cash distributions flip to the investor (85%-99% to the funds). Currently, we view these financings as favorable when compared to traditional intermediate hybrid financings. In the longer run, however, www.spglobal.com/ratingsdirect November 6, 2020 2 Research Update: NextEra Energy Partners L.P. 'BB' Ratings Affirmed Asset Acquisition Plan; Outlook Stable we will continue to monitor NEP's progress on the buyouts as any delay would flip cash flows to the counterparties and would cause significant deterioration in NEP's credit quality. We also think these structures expose NEP to market risks if its unit price is depressed due to conditions unrelated to the company's performance over an extended period of time. While no conversions have yet occurred, we expect the first likely in December 2021. We discuss the proposed terms of the current CEPF below. 2020 CEPF overview. NEP is entering into a $1.1 billion, 10-year CEPF with certain infrastructure funds at a 6.75% unlevered return that it can draw over the next two years. Of the $1.1 billion, NEP expects to draw $750 million in 2020, $350 million in 2021, and an additional $900 million commitment to fund future growth as it expands its portfolio. Along with $125 million of cash available from operations, NEP plans to use these funds for: - $325 million for the 2020 acquisitions; and - $550 million to pay off the outstanding revolver balance by year-end. For the first $1.1 billion draw, NEP expects to sell interest in Genesis, Northern Colorado, Baldwin, Elk City and the proposed acquisitions (Pine Brooke and Wilmot). For the remaining $900 million, it proposes to pledge future assets. The four existing assets contribute about 15% to total EBITDA. These assets were unlevered previously. Assets Asset Ownership Asset type MW State Genesis 100% Solar 250 CA Northern Colorado 100% Wind 174 CO Baldwin 100% Wind 102 ND Elk City 100% Wind 99 OK We don't anticipate these acquisitions will materially improve the financial risk assessment considering the annual cost of additional CEPFs (around $13 million annually). We anticipate the transactions will add about $26 million to NEP's FFO on completion. We expect additional CEPF costs of $30 million annually related to CEPF distributions and funds borrowed repay the revolver. Outlook The stable outlook reflects our expectation that NEP's portfolio will continue to operate under long-term contracts with mostly investment-grade counterparties and generate predictable cash flows to support its holding-company debt obligations. We expect the company to continue to make acquisitions in line with the existing portfolio and support the current business risk profile. We also expect adjusted debt to EBITDA of around 4x over the next three years and adjusted funds from operations (FFO) to debt at around 20%. Downside scenario We would consider lowering the rating if adjusted debt to EBITDA increases above 5x consistently and if the ratio of FFO to debt consistently falls below 14% over our outlook period. This could result from significantly lower cash flows from the company's projects as a result of worse operating performance and asset reliability, higher-than-expected operating costs, unfavorable www.spglobal.com/ratingsdirect November 6, 2020 3 Research Update: NextEra Energy Partners L.P. 'BB' Ratings Affirmed Asset Acquisition Plan; Outlook Stable weather events, or increased leverage at the corporate level. Given its roughly 40-45% reliance on wind-generation-based cash flows, resource risk could be yet another reason for underperformance that could result in a downgrade. Upside scenario Although unlikely at this time, we would consider upgrading NEP if we expect adjusted debt to EBITDA to remain below 4x and if adjusted FFO to debt improves and remains above 22% on a consistent basis. We could also raise ratings over time if the company's portfolio becomes highly diversified, resulting in a better business risk profile. Among other requirements, this would need reduced reliance on distributions from NET Holdings, the largest asset in the portfolio, and a degree of certainty around future convertible equity portfolio financings. Company Description NEP is a growth-oriented limited partnership formed by NextEra Energy Resources Inc. (NEER) to acquire, manage, and own contracted energy projects with relatively stable, long-term cash flows. As of Dec. 31, 2019, NEP owned a controlling, noneconomic general partner (GP) interest and a 39.2% limited partner interest in NextEra Energy Operating Co. LP (NEOP). (NEER's interest is 60.8%.) Through NEOP, NEP owns a portfolio of contracted renewable generation assets consisting of wind and solar projects as well as eight contracted natural gas pipeline assets. NEP has grown since its IPO in 2014 and has continued on this path following the initial rating in mid-2017. NEP's growth has diversified the portfolio both geographically and technologically, and it has increased project-level cash available for distribution and reduced off-taker concentration risk. Asset footprint, as of December 2019: - NEP owns about 5,330 megawatts (MW) of renewable-energy generation, mostly under long-term power purchase agreements (PPAs).