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HE > SEC Filings for HE > Form 8-K on 20-Dec-2013All Recent SEC Filings




Unregistered Sale of Equity Securities, Other Events

Item 3.02. Unregistered Sales of Equity Securities

On December 19, 2013, HEI made an equity contribution to Hawaiian Electric, its wholly-owned subsidiary, in order for Hawaiian Electric to maintain a balanced capital structure. Hawaiian Electric's proceeds from its sale of common stock to HEI will be used for the reimbursement of funds used for the payment of capital expenditures.

To effect the equity contribution, Hawaiian Electric issued 763,841 shares of its common stock to HEI for an aggregate amount of $78.5 million. The issuance was made in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act of 1933.

Item 8.01. Other Events

On March 19, 2013 and March 20, 2013, HEI and JPMorgan Chase Bank, National Association, London Branch, as forward purchaser, entered into forward sale agreements (Forward Agreements) covering the issuance and sale of an aggregate of 7,000,000 shares of HEI common stock, which included an over-allotment of 900,000 shares. The terms of the Forward Agreements permit HEI to satisfy all or a portion of its obligations by physical delivery of HEI common stock. See HEI's Form 8-K filed on March 25, 2013 for a more detailed discussion of the equity forward transaction.

On December 19, 2013, HEI settled a portion of its obligations under the Forward Agreements by physically delivering 1,300,000 shares of HEI common stock and receiving cash proceeds of $32.1 million. The forward sale price was the initial public offering price of $26.75, less the underwriters' discount and adjustments in accordance with the terms of the Forward Agreements. The proceeds were used to partially fund the equity contribution to Hawaiian Electric described in Item 3.02 above.

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