Long-term debt

12 Months Ended

Dec. 31, 2022


Note 6 · Long-term debt


December 31	2022		2021
(dollars in thousands)
Long-term debt of Utilities, net of unamortized debt issuance costs 1	$	1,684,816	$	1,676,402
HEI 2.99% term loan, paid in 2022	—		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 2.82% senior notes, due 2028	24,000		24,000
HEI 2.48% senior notes, due 2028	30,000		30,000
HEI 2.98% senior notes, due 2030	50,000		50,000
HEI 3.15% senior notes, due 2031	51,000		51,000
HEI 2.78% senior notes, due 2031	25,000		25,000
HEI 2.98% senior notes, due 2032	30,000		—
HEI 5.43% senior notes, due 2032	75,000		—
HEI 5.43% senior notes, due 2034	35,000		—
HEI 3.74% senior notes, due 2051	20,000		20,000
HEI 3.94% senior notes, due 2052	20,000		—
Hamakua Energy 4.02% non-recourse notes, due 20302	49,048		52,166
Mauo LIBOR + 1.375% loan, due 20233	11,060		21,702
Mauo 4.90% non-recourse term loan, due 20342	17,692		12,686
Kaʻieʻie Waho 2.79% non-recourse loan, due 20312	10,936		12,145
Mahipapa 1.90% non-recourse loan, due 2034 to 20362	58,869		—
Mahipapa 5.25% non-recourse loan, due 20272	724		—
Less unamortized debt issuance costs and debt discount	(8,165)		(3,164)
	$	2,384,980	$	2,321,937

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

2 Secured by real and personal property of the respective entity, including various land parcels, a 60MW combined cycle facility, photovoltaic and battery storage infrastructure, and a biomass plant. The aggregate net book value of the collateralized property, plant & equipment is approximately $198 million as of December 31, 2022.

3 In December 2021, the loan was amended to allow advances through October 5, 2022, in the maximum aggregate principal amount of up to $50.5 million and in December 2022, extended the required paydown of the loan balance to the lesser of (i) $7 million or (ii) the amount of state renewable tax credits not received by March 5, 2023.

As of December 31, 2022, the aggregate principal payments required on the Company’s long-term debt for 2023 through 2027 are $172 million in 2023, $13 million in 2024, $109 million in 2025, $136 million in 2026 and $112 million in 2027. As of December 31, 2022, the aggregate payments of principal required on the Utilities’ long-term debt for 2023 through 2027 are $100 million in 2023, nil in 2024, $47 million in 2025, $125 million in 2026 and $100 million in 2027.

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 revolving unsecured credit facility, as amended. 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.

Changes in long-term debt.

HEI private placement. On September 29, 2022, HEI entered into a note purchase agreement (HEI NPA) under which HEI has authorized the issue and sale of $110 million of unsecured senior notes that were drawn on November 1, 2022.

Proceeds from the Series 2022C tranche were used for general corporate purposes, including refinancing a portion of $150 million of debt that matured in November 2022 and the repayment of a portion of HEI commercial paper outstanding. Proceeds from the Green Series 2022D tranche are expected to be used to finance and/or refinance Green Investments, as defined in the HEI NPA, provided, however, that pending the full allocation of an amount equal to the proceeds from the Green Series 2022D to eligible Green Investments, the proceeds of the Green Series 2022D tranche will be managed in accordance with the Company’s normal treasury practices, including the repayment of existing indebtedness and/or used for working capital purposes.

Once drawn, interest on the notes is paid semiannually on June 15th and December 15th. The HEI NPA contains certain restrictive financial covenants that are substantially the same as the financial covenants contained in HEI’s revolving unsecured 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.

On September 29, 2021, HEI executed a $125 million private placement, utilizing a delayed draw feature with two tranches. The first tranche of $75 million was drawn on December 29, 2021 and the proceeds were primarily used to invest in the Utilities’ equity to support its capital expenditure program and maintain the Utilities’ equity capitalization ratio of approximately 58%. The second and final tranche of $50 million was drawn on October 26, 2022, to refinance a portion of $150 million of debt that matured on November 20, 2022.

The following table displays HEI private placements drawn in 2022.

HEI Series 2022A

HEI Series 2022B

HEI Series 2022C

HEI Green Series 2022D

Aggregate principal amount

$30 million

$20 million

$75 million

$35 million

Fixed coupon interest rate

2.98%

3.94%

5.43%

Maturity date

10/26/2032

10/26/2052

11/1/2032

11/1/2034

Utilities private placement. On May 11, 2022, the Utilities executed, through a private placement pursuant to separate Note Purchase Agreements (the NPAs), the following unsecured senior notes bearing taxable interest (2022 Notes). The 2022 Notes had a delayed draw feature and the Utilities drew down all the proceeds on June 15, 2022.


			Series 2022A
Aggregate principal amount			$60 million
Fixed coupon interest rate			3.7%
Maturity date			6/15/2032
Principal amount by company:
Hawaiian Electric			$40 million
Hawaii Electric Light			$10 million
Maui Electric			$10 million

The 2022 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. The Utilities did not obtain any of the proceeds at execution and instead drew down all the proceeds on June 15, 2022. The proceeds were used to finance their respective capital expenditures, repay short-term debt used to finance or refinance capital expenditures and/or reimburse funds used for the payment of capital expenditures. The 2022 Notes may be prepaid in whole or in part at any time at the prepayment price of the principal amount plus a “Make-Whole Amount” as defined in the NPAs.

On January 10, 2023, the Utilities executed through a private placement pursuant to separate NPAs, the following unsecured senior notes bearing taxable interest (2023 Notes). The 2023 Notes had a delayed draw feature and the Utilities drew down all the proceeds on February 9, 2023.


	Series 2023A	Series 2023B	Series 2023C
Aggregate principal amount	$90 million	$40 million	$20 million
Fixed coupon interest rate
Hawaiian Electric	6.11%	6.25%	6.70%
Hawaii Electric Light	6.25%	—	—
Maui Electric	6.25%	—	—
Maturity date
Hawaiian Electric	2/9/2030	2/9/2033	2/9/2053
Hawaii Electric Light	2/9/2033	—	—
Maui Electric	2/9/2033	—	—
Principal amount by company:
Hawaiian Electric	$40 million	$40 million	$20 million
Hawaii Electric Light	$25 million	—	—
Maui Electric	$25 million	—	—

The 2023 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. The Utilities did not obtain any of the proceeds at execution and instead drew down all the proceeds on February 9, 2023. The proceeds were used to finance their respective capital expenditures, repay short-term debt used to finance or refinance capital expenditures and/or reimburse funds used for the payment of capital expenditures. The 2023 Notes may be prepaid in whole or in part at any time at the prepayment price of the principal amount plus a “Make-Whole Amount” as defined in the NPAs.

Mahipapa loan. On July 1, 2022, Mahipapa, a wholly owned subsidiary of Pacific Current, acquired Green Energy Team, LLC’s 7.5 MW renewable, firm dispatchable closed-loop biomass-to-energy facility on Kauai. In connection with the acquisition, Mahipapa assumed approximately $61 million of long-term debt in various tranches that mature on various dates through 2036. Principal and interest total approximately $1.6 million per quarter. The loan is secured by all of the assets of Mahipapa and all equity ownership interests in Mahipapa, excluding certain mobile equipment.