Hawaiian Electric Industries Enters Material Definitive Agreement

TL;DR

HE just signed a big deal, details to come.

AI Summary

Hawaiian Electric Industries, Inc. (HE) announced on September 23, 2024, that it entered into a Material Definitive Agreement. The filing also includes other events and financial statements/exhibits. Specific details of the agreement, including dollar amounts and parties involved, are not detailed in this summary section of the filing.

Why It Matters

This filing indicates a significant new contract or partnership for Hawaiian Electric Industries, which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — Entering into a material definitive agreement can carry significant risks depending on the terms, which are not fully disclosed in this initial filing.

Key Players & Entities

• HAWAIIAN ELECTRIC INDUSTRIES INC (company) — Filer
• HAWAIIAN ELECTRIC CO INC (company) — Subsidiary/Former Company

FAQ

Key Financial Figures

• $9.25 — Stock"), at a public offering price of $9.25 per share (the "Offering"). In connecti
• $485 million — ayable by the Company, of approximately $485 million. The Underwriting Agreement includes c

Filing Documents

• tm2424533d3_8k.htm (8-K) — 39KB
• tm2424533d3_ex1-1.htm (EX-1.1) — 285KB
• tm2424533d3_ex5-1.htm (EX-5.1) — 11KB
• tm2424533d3_ex99-1.htm (EX-99.1) — 10KB
• tm2424533d3_ex5-1img001.jpg (GRAPHIC) — 17KB
• 0001104659-24-102437.txt ( ) — 655KB
• he-20240923.xsd (EX-101.SCH) — 4KB
• he-20240923_def.xml (EX-101.DEF) — 26KB
• he-20240923_lab.xml (EX-101.LAB) — 36KB
• he-20240923_pre.xml (EX-101.PRE) — 24KB
• tm2424533d3_8k_htm.xml (XML) — 6KB

01 Entry Into a Material Definitive Agreement

Item 1.01 Entry Into a Material Definitive Agreement. On September 23, 2024, Hawaiian Electric Industries,Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Wells Fargo Securities, LLC, Barclays Capital Inc. and Guggenheim Securities, LLC (the "Underwriters"), pursuant to which the Company agreed to sell 54,054,054 shares of the Company's common stock, without par value ("Common Stock"), at a public offering price of $9.25 per share (the "Offering"). In connection with the Offering, the Company granted the Underwriters an option to purchase up to an additional 8,108,108 shares of Common Stock (the "Optional Shares"). The Company expects to receive net proceeds from the Offering, after deducting the underwriting discounts and commissions and estimated Offering expenses payable by the Company, of approximately $485 million. The Underwriting Agreement includes customary representations, warranties and covenants by the Company. It also provides that the Company will indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the "Securities Act"). The sale of Common Stock will be made pursuant to the Company's registration statement on FormS-3ASR (File No.333-282206), as supplemented by a preliminary prospectus supplement, filed with the Securities and Exchange Commission (the "SEC") on September23, 2024, and a final prospectus supplement, to be filed with the SEC pursuant to Rule424(b)under the Securities Act. The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the complete text of the Underwriting Agreement, a copy of which is attached as Exhibit1.1 and incorporated herein by reference.

01 Other Events

Item 8.01 Other Events. On September23, 2024, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached hereto as Exhibit99.1 and incorporated herein by reference. In connection with the Offering, the legal opinion as to the legality of the Common Stock to be sold in the Offering is being filed as Exhibit5.1 to this Current Report on Form8-K and is incorporated herein and into the Registration Statement by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 1.1 Underwriting Agreement, dated September 23, 2024, by and among Hawaiian Electric Industries, Inc. and Wells Fargo Securities, LLC and Barclays Capital Inc., as representatives of the several underwriters named in Schedule I thereto. 5.1 Opinion of Kurt K. Murao, Esq. 23.1 Consent of Kurt K. Murao, Esq. (included in Exhibit 5.1) 99.1 Press release issued by Hawaiian Electric Industries, Inc., dated September 23, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized. The signature of the undersigned companies shall be deemed to relate only to matters having reference to such companies and any subsidiaries thereof. HAWAIIAN ELECTRIC INDUSTRIES, INC. HAWAIIAN ELECTRIC COMPANY, INC. (Registrant) (Registrant) /s/ Scott T. DeGhetto /s/ Paul K. Ito Scott T. DeGhetto Paul K. Ito Executive Vice President, Senior Vice President, Chief Financial Officer and Treasurer Chief Financial Officer and Treasurer Date: September 24, 2024 Date: September 24, 2024

View Full Filing

View this 8-K filing on SEC EDGAR