Red Flags Detected

• ⚠ Nextera Energy Shareholders As of Immediately Prior to the First Merger Will Own Approximately 74.5%, and Dominion Energy Shareholders As of Immediately Prior to the First Merger Will Own Approximately 25.5% (new) — Existing NextEra Energy shareholders face significant dilution, with their ownership dropping to 74.5% of the combined entity.
• ⚠ Dominion Energy May Be Required to Pay Nextera Energy a Cash Termination Fee Equal to $2.24 Billion or Nextera Energy May Be Required to Pay Dominion Energy a Cash Termination Fee Equal to $6.52 Billion or a Regulatory Termination Fee Equal to $4.83 Billion (new) — The merger agreement includes large termination fees that could be triggered if the deal fails under certain circumstances.
• ⚠ If the Mergers, Taken Together, Do Not (or If the First Merger, Standing Alone, Does Not) Qualify As a “reorganization” Within the Meaning of Section 368(a) of the Code, Dominion Energy Shareholders May Be Required to Pay Substantial Taxes (new) — The tax-free reorganization status is not guaranteed, potentially exposing Dominion Energy shareholders to significant tax liabilities.
• ⚠ The Requisite Authorizations, Approvals, Consents And/or Permits Are Received From the Ferc, Nrc, Vscc, Ncuc and Scpsc (new) — Completion of the mergers requires approvals from multiple regulatory bodies, and failure to obtain them could delay or prevent the mergers.
• ⚠ Lawsuits Against Nextera Energy, Dominion Energy or Their Respective Directors Could Also Seek, Among Other Things, Injunctive or Other Equitable Relief, Including a Request to Rescind Parts of the Merger Agreement Already Implemented and to Otherwise Enjoin the Parties From Consummating the Mergers (new) — Litigation could seek to enjoin or rescind the merger, potentially delaying or preventing completion.
• ⚠ If the Nextera Energy Charter Amendment Proposal Is Approved, the Number of Authorized Shares of Nextera Energy Common Stock Will Increase From 3,200,000,000 Shares to 5,000,000,000 Shares (new) — The charter amendment would nearly double authorized common shares, enabling future dilution of existing shareholders.