
December 31	2020		2019
(dollars in thousands)
Long-term debt of Utilities, net of unamortized debt issuance costs 1	$	1,561,302	$	1,497,667
HEI 5.67% senior notes, due 2021	50,000		50,000
HEI 2.99% term loan, due 2022	150,000		150,000
HEI 3.99% senior notes, due 2023	50,000		50,000
HEI 4.58% senior notes, due 2025	50,000		50,000
HEI 4.72% senior notes, due 2028	100,000		100,000
HEI 2.98% senior notes, due 2030	50,000		—
Hamakua Energy 4.02% notes, due 2030, secured by real and personal property of Hamakua Energy, LLC	56,030		59,699
Mauo LIBOR + 1.375% loan, due 20232	41,046		9,349
Ka`ie`ie Waho Company, LLC 2.79% non-recourse loan, due 2031	13,000		—
Less unamortized debt issuance costs	(2,249)		(2,350)
	$	2,119,129	$	1,964,365

1 See components of “Total long-term debt” and unamortized debt issuance costs in Hawaiian Electric and subsidiaries’ Consolidated Statements of Capitalization.

2 In December 2020, the loan was amended to extend the final maturity date to March 31, 2023; however, the loan continues to incorporate a paydown of the loan balance to no greater than $7 million or state renewable tax credits not received by January 5, 2022.

As of December 31, 2020, the aggregate principal payments required on the Company’s long-term debt for 2021 through 2025 are $55 million in 2021, $241 million in 2022, $162 million in 2023, $6 million in 2024 and $103 million in 2025. As of December 31, 2020, the aggregate payments of principal required on the Utilities’ long-term debt for 2021 through 2025 are nil in 2021, $52 million in 2022, $100 million in 2023, nil in 2024 and $47 million in 2025.

The HEI term loans and senior notes contain customary representation and warranties, affirmative and negative covenants and events of default (the occurrence of which may result in some or all of the notes then outstanding becoming immediately due and payable). The HEI term loans and senior notes also contain provisions requiring the maintenance by HEI of certain financial ratios generally consistent with those in HEI’s existing, amended revolving unsecured credit agreement. Upon a change of control or certain dispositions of assets (as defined in the note purchase agreements of the senior notes), HEI is required to offer to prepay the senior notes.

The Utilities’ senior notes contain customary representations and warranties, affirmative and negative covenants, and events of default (the occurrence of which may result in some or all of the notes of each and all of the utilities then outstanding becoming immediately due and payable) and provisions requiring the maintenance by Hawaiian Electric, and each of Hawaii Electric Light and Maui Electric, of certain financial ratios generally consistent with those in Hawaiian Electric’s existing, amended revolving unsecured credit agreement.

HEI. On September 11, 2020, HEI executed a $50 million private placement note purchase agreement (HEI Series 2020A) under which HEI has authorized the issue and sale of $50 million of unsecured senior notes.

On November 17, 2020, HEI executed a $75 million private placement note purchase agreement (HEI Series 2020B and HEI Series 2020C) under which HEI has authorized the issue and sale of $75 million of unsecured senior notes to be drawn in two tranches.

As defined in the note purchase agreements, at its option, HEI can draw the notes on a delayed basis. The following table displays the actual draw date or the required by draw date of the HEI notes.

HEI Series 2020A

HEI Series 2020B (1)

HEI Series 2020B (2)

HEI Series 2020C

Aggregate principal amount

$50 million

$46 million

$5 million

$24 million

Fixed coupon interest rate

2.98%

3.15%

2.82%

Maturity date

12/15/2030

1/28/2031

4/17/2028

Draw date

12/29/2020

1/28/2021

4/16/2021

Proceeds from the HEI Series 2020A were used to pay down $50 million on the HEI term loan. Proceeds from the HEI Series 2020B (1) tranche were used to repay the remaining $15 million balance on the HEI term loan, together with interest

accrued to the date of prepayment, with the balance used to repay a portion of HEI’s commercial paper outstanding. Proceeds from the HEI Series 2020B (2) and 2020C tranches will be used for general corporate purposes, including the paydown of commercial paper balances. Interest is paid semiannually on June 15th and December 15th. The HEI note purchase agreements contain certain restrictive financial covenants that are substantially the same as the financial covenants contained in HEI’s senior credit facility, as amended. The HEI notes may be prepaid in whole or in part at any time at the prepayment price of the principal amount, together with interest accrued to the date of prepayment plus a “Make-Whole Amount,” as defined in the agreements.

Ka‘ie‘ie Waho Company, LLC. On September 28, 2020, Ka‘ie‘ie Waho Company, LLC, a wholly owned indirect subsidiary of HEI, entered into a $13 million non-recourse term loan agreement with Bank of Hawaii. The proceeds of the loan were used to acquire a 6-MW solar photovoltaic facility on Kauai, which serves as collateral for the loan. The loan bears interest at a rate equal to LIBOR, as defined in the agreement, plus 2.00%, swapped to a fixed rate of 2.79% with an interest rate swap, matures September 28, 2031, and requires the maintenance of a minimum debt service coverage ratio equal to at least 1.10 to 1.0. The loan requires quarterly principal and monthly interest payments, which total approximately $0.4 million per quarter.

Hawaiian Electric. On May 14, 2020, the Utilities issued, through a private placement pursuant to separate note purchase agreements (NPAs), the following unsecured senior notes bearing taxable interest (May Notes):

Series 2020A

Series 2020B

Series 2020C

Aggregate principal amount

$80 million

$60 million

$20 million

Fixed coupon interest rate

Hawaiian Electric

3.31%

3.96%

Hawaii Electric Light

3.96%

Maui Electric

3.31%

3.96%

Maturity date

Hawaiian Electric

5/1/2030

5/1/2050

Hawaii Electric Light

5/1/2050

Maui Electric

5/1/2030

5/1/2050

Principal amount by company:

Hawaiian Electric

$50 million

(Green Bond)

$40 million

$20 million

Hawaii Electric Light

$10 million

—

Maui Electric

$20 million

—

The May Notes include substantially the same financial covenants and customary conditions as Hawaiian Electric’s credit agreement. Hawaiian Electric is also a party as guarantor under the NPAs entered into by Hawaii Electric Light and Maui Electric. All of the proceeds of the May Notes were used by Hawaiian Electric, Hawaii Electric Light and Maui Electric to finance their capital expenditures and/or to reimburse funds used for the payment of capital expenditures. The May Notes may be prepaid in whole or in part at any time at the prepayment price of the principal amount, together with interest accrued to the date of prepayment plus a “Make-Whole Amount,” as defined in the agreement.

On October 29, 2020, the Utilities executed, through a private placement pursuant to separate NPAs, unsecured senior notes bearing taxable interest (October Notes) as shown in the table below. The October Notes had a delayed draw feature and the Utilities drew down all the proceeds on January 14, 2021.

Series 2020B

Series 2020C

Series 2020D

Series 2020E

Aggregate principal amount

$15 million

$40 million

$30 million

Fixed coupon interest rate

Hawaiian Electric

3.28%

3.51%

Hawaii Electric Light

3.28%

3.51%

Maui Electric

3.51%

Maturity date

Hawaiian Electric

12/30/2040

12/30/2050

Hawaii Electric Light

12/30/2040

12/30/2050

Maui Electric

12/30/2050

Principal amount by company:

Hawaiian Electric

—

$30 million

Hawaii Electric Light

$15 million

—

Maui Electric

—

$25 million

—