Hawaiian Electric Industries Files 8-K with Key Corporate Updates
Ticker: HE · Form: 8-K · Filed: Dec 31, 2024 · CIK: 354707
Sentiment: neutral
Topics: material-agreement, acquisition, equity-sale
TL;DR
HECO dropped an 8-K detailing a material agreement, asset deal, and stock sales. Big moves happening.
AI Summary
Hawaiian Electric Industries, Inc. (HECO) filed an 8-K on December 30, 2024, reporting on several key events. These include entering into a material definitive agreement, the completion of an acquisition or disposition of assets, and unregistered sales of equity securities. The filing also contains information regarding Regulation FD disclosure and financial statements and exhibits.
Why It Matters
This 8-K filing signals significant corporate actions for Hawaiian Electric Industries, Inc., potentially impacting its business structure, financial standing, and regulatory compliance.
Risk Assessment
Risk Level: medium — The filing involves material definitive agreements and asset transactions, which inherently carry business and financial risks.
Key Players & Entities
- Hawaiian Electric Industries, Inc. (company) — Registrant
- 1001 Bishop Street, Suite 2900, Honolulu, Hawaii 96813 (location) — Principal executive offices address
- December 30, 2024 (date) — Date of earliest event reported
FAQ
What is the nature of the material definitive agreement entered into by Hawaiian Electric Industries, Inc.?
The filing indicates the entry into a material definitive agreement, but the specific details of this agreement are not provided in the excerpt.
What type of acquisition or disposition of assets is reported?
The 8-K reports the completion of an acquisition or disposition of assets, but the specifics of the transaction are not detailed in the provided text.
What information is provided regarding unregistered sales of equity securities?
The filing notes unregistered sales of equity securities, but the quantity, price, or terms of these sales are not specified in the excerpt.
What is the primary business of Hawaiian Electric Industries, Inc. according to the filing?
According to the filing, Hawaiian Electric Industries, Inc. is in the ELECTRIC SERVICES industry, with Standard Industrial Classification code 4911.
When was Hawaiian Electric Industries, Inc. incorporated and in which state?
Hawaiian Electric Industries, Inc. was incorporated in Hawaii (HI).
Filing Stats: 1,827 words · 7 min read · ~6 pages · Grade level 8.3 · Accepted 2024-12-31 17:02:47
Key Financial Figures
- $50,000 — tment Agreement for a purchase price of $50,000 in cash per share of ASB Common Stock (
- $405,450,000 — tock for an aggregate purchase price of $405,450,000, the proceeds of which will be received
Filing Documents
- tm2432285d1_8k.htm (8-K) — 45KB
- tm2432285d1_ex10-1.htm (EX-10.1) — 379KB
- tm2432285d1_ex10-2.htm (EX-10.2) — 345KB
- tm2432285d1_ex10-3.htm (EX-10.3) — 368KB
- tm2432285d1_ex10-4.htm (EX-10.4) — 378KB
- tm2432285d1_ex10-5.htm (EX-10.5) — 354KB
- tm2432285d1_ex10-6.htm (EX-10.6) — 352KB
- tm2432285d1_ex10-7.htm (EX-10.7) — 370KB
- tm2432285d1_ex10-8.htm (EX-10.8) — 367KB
- tm2432285d1_ex10-9.htm (EX-10.9) — 367KB
- tm2432285d1_ex10-10.htm (EX-10.10) — 345KB
- tm2432285d1_ex10-11.htm (EX-10.11) — 344KB
- tm2432285d1_ex10-12.htm (EX-10.12) — 372KB
- tm2432285d1_ex10-13.htm (EX-10.13) — 367KB
- tm2432285d1_ex10-14.htm (EX-10.14) — 371KB
- tm2432285d1_ex10-15.htm (EX-10.15) — 358KB
- tm2432285d1_ex10-16.htm (EX-10.16) — 385KB
- tm2432285d1_ex10-17.htm (EX-10.17) — 371KB
- tm2432285d1_ex10-18.htm (EX-10.18) — 345KB
- tm2432285d1_ex10-19.htm (EX-10.19) — 369KB
- tm2432285d1_ex10-20.htm (EX-10.20) — 361KB
- tm2432285d1_ex10-21.htm (EX-10.21) — 345KB
- tm2432285d1_ex10-22.htm (EX-10.22) — 396KB
- tm2432285d1_ex10-23.htm (EX-10.23) — 379KB
- tm2432285d1_ex99-1.htm (EX-99.1) — 15KB
- tm2432285d1img_001.jpg (GRAPHIC) — 11KB
- 0001104659-24-132904.txt ( ) — 10289KB
- he-20241230.xsd (EX-101.SCH) — 3KB
- he-20241230_lab.xml (EX-101.LAB) — 33KB
- he-20241230_pre.xml (EX-101.PRE) — 22KB
- tm2432285d1_8k_htm.xml (XML) — 4KB
01 Entry
Item 1.01 Entry into a Material Definitive Agreement On December 30, 2024, Hawaiian Electric Industries, Inc. ("HEI") became a party to separate investment agreements (each, an "Investment Agreement" and, together, the "Investment Agreements") each by and among itself, ASB Hawaii, Inc., a wholly owned subsidiary of HEI ("Seller") and American Savings Bank, F.S.B., a wholly owned subsidiary of Seller ("ASB"), on the one hand, and each investor named in the Investment Agreement (each, an "Investor" and, together, the "Investors"), on the other hand. HEI and ASB are parties to the Investment Agreements solely for the respective purposes set forth in the Investment Agreements. Each of Ann C. Teranishi, Danielle Aiu, Anthony Mizuno, Steven Nakahara, Natalie M.H. Taniguchi, Dane Alain Teruya, John Steven Ward, Elizabeth Whitehead and Brian Yoshii currently serves as an executive officer of ASB and each of them, either directly or through a related trust, is party to an Investment Agreement. Each of Richard J. Dahl, Michael Kennedy and Yoko Otani currently serves as an independent director of ASB and each of them, either directly or through a related trust, is party to an Investment Agreement. Pursuant to the Investment Agreements and on the terms and subject to the conditions set forth therein, (i) each Investor, including the officers and directors of ASB named above, separately purchased from Seller a number of shares of common stock of ASB ("ASB Common Stock") specified in each Investment Agreement for a purchase price of $50,000 in cash per share of ASB Common Stock (each such purchase of ASB Common Stock, an "Investment" and, collectively, the "Investments") and (ii) Seller retained 9.9% of the issued and outstanding shares of ASB Common Stock, resulting in a sale, in the aggregate, of 90.1% of the issued and outstanding ASB Common Stock for an aggregate purchase price of $405,450,000, the proceeds of which will be received by Seller. The Investments closed on
01 Completion
Item 2.01 Completion of Acquisition or Disposition of Assets The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
02 Unregistered
Item 3.02 Unregistered Sales of Equity Securities The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The ASB Common Stock is exempt from registration under the Securities Act of 1933, as amended (the "Securities Act") as a security issued by a "bank" in reliance upon Section 3(a)(2) of the Securities Act, and the transactions are exempt from registration under the securities offering regulations of the Office of the Comptroller of the Currency at 12 C.F.R. Part 16 ("Part 16") as transactions that satisfy Rule 144A under the Securities Act or as transactions that are exempt from registration under Section 4 of the Securities Act.
01 Regulation
Item 7.01 Regulation FD Disclosure On December 31, 2024, HEI issued a press release announcing the Investment Agreements. A copy of the press release is attached hereto as Exhibit 99.1. The information in this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Investment Agreement, dated December 30, 2024, by and among ASB Hawaii, Inc., 3Edgewood Investments, LLC, American Savings Bank, F.S.B. and Hawaiian Electric Industries, Inc.* 10.2 Investment Agreement, dated December 30, 2024, by and among ASB Hawaii, Inc., Blue Ocean Ventures, LLC, American Savings Bank, F.S.B. and Hawaiian Electric Industries, Inc.* 10.3 Investment Agreement, dated December 30, 2024, by and among ASB Hawaii, Inc., Castle Creek Capital Partners VIII Co-Investment Fund C, LP, American Savings Bank, F.S.B. and Hawaiian Electric Industries, Inc.* 10.4 Investment Agreement, dated December 30, 2024, by and among ASB Hawaii, Inc., Castle Creek Capital Partners VIII, LP, American Savings Bank, F.S.B. and Hawaiian Electric Industries, Inc.* 10.5 Investment Agreement, dated December 30, 2024, by and among ASB Hawaii, Inc., CDI American, LLC, American Savings Bank, F.S.B. and Hawaiian Electric Industries, Inc.* 10.6 Investment Agreement, dated December 30, 2024, by and among ASB Hawaii, Inc., Celtic Bank Corporation, American Savings Bank, F.S.B. and Hawaiian Electric Industries, Inc.* 10.7 Investment Agreement, dated December 30, 2024, by and among ASB Hawaii, Inc., Davis Partnership, L.P., American Savings Bank, F.S.B. and Hawaiian Electric Industries, Inc.* 10.8 Investment Agreement, dated December 30, 2024, by and among ASB Hawaii, Inc., Golden Peak SPV24 LLC, American Savings Bank, F.S.B. and Hawaiian Electric Industries, Inc.* 10.9 Investment Agreement, dated December 30, 2024, by and among ASB Hawaii, Inc., JCSD Bishop, LLC, American Savings Bank, F.S.B. and Hawaiian Electric Industries, Inc.* 10.10 Investment Agreement, dated December 30, 2024, by and among ASB Hawaii, Inc., Strategic Value Investors LP, American Savings Bank, F.S.B. and Hawaiian Electric Industries, Inc.* 10.11 Investment Agreement, dated December 30, 2024, b