Hawaiian Electric Industries, Inc. Announces Offering Of Common Stock
HONOLULU, March 18, 2013
HONOLULU, March 18, 2013 /PRNewswire/ -- Hawaiian Electric Industries, Inc.
(HEI) (NYSE - HE) announced today that it plans to commence a registered
underwritten public offering of up to 6,100,000 shares of its common stock
(without par value), subject to market conditions, in connection with the
forward sale agreement described below. J.P. Morgan Securities LLC and Morgan
Stanley & Co. LLC are acting as joint book-running managers for the offering.
In conjunction with this offering, the underwriters will be granted an option
to purchase up to an additional 900,000 shares of HEI's common stock solely to
cover over-allotments, if any.
HEI intends to use any net proceeds that it receives upon settlement of the
forward sale agreement described below or upon any issuance and sale to the
underwriters of shares of its common stock in the offering to invest in HEI's
utility subsidiaries (to finance their capital expenditures, to repay
borrowings incurred to finance capital expenditures and for working capital),
to repay HEI's short-term borrowings and for working capital and general
The offering will be made under HEI's existing shelf registration statement
filed with the Securities and Exchange Commission, which became automatically
effective on November 4, 2011.
In connection with the offering, HEI expects to enter into a forward sale
agreement (and, to the extent that the underwriters exercise their
over-allotment option, HEI may, in its sole discretion, enter into an
additional forward sale agreement) with an affiliate of J.P. Morgan Securities
LLC (the "Counterparty") under which HEI will agree to issue and sell to the
Counterparty (subject to HEI's right to cash settle or net share settle the
forward sale agreement) the same number of shares of HEI's common stock sold
by the Counterparty or its affiliate to the underwriters for sale in the
underwritten public offering.
In connection with the forward sale agreement, the Counterparty (or its
affiliate) is expected to borrow from third-party lenders and sell to the
underwriters up to 6,100,000 shares of HEI's common stock (assuming no
exercise by the underwriters of their over-allotment option) at the close of
the offering. If the underwriters exercise their over-allotment option and HEI
elects not to enter into an additional forward sale agreement with the
Counterparty, HEI will issue and sell to the underwriters the number of shares
of common stock in respect of which the over-allotment option is exercised.
Settlement of the forward sale agreement will occur no later than 24 months
following the date of pricing. Upon any physical settlement of the forward
sale agreement, HEI will issue and deliver to the Counterparty shares of its
common stock in exchange for cash proceeds per share equal to the forward sale
price, which will initially be the public offering price (less underwriting
discounts and commissions) and will be subject to certain adjustments as
provided in the forward sale agreement. HEI may, subject to certain
conditions, elect cash settlement or net share settlement for all or a portion
of its rights or obligations under the forward sale agreement.
This press release does not constitute an offer to sell or a solicitation of
an offer to buy any securities, and no offer, solicitation or sale of any
securities shall be made, in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. The offering of these
securities will be made only by means of a prospectus and a related prospectus
supplement meeting the requirements of Section 10 of the Securities Act of
A copy of the prospectus supplement and accompanying prospectus with respect
to this offering may be obtained by contacting 1) J.P. Morgan, Via Broadridge
Financial, 1155 Long Island, Edgewood, New York, New York, 11717, Telephone
number: (866) 803-9204, or 2) Morgan Stanley, Attn: Prospectus Dept., 180
Varick Street, 2^nd Floor, New York, New York 10014, Telephone number: (866)
718-1649, Email: firstname.lastname@example.org.
HEI supplies power to approximately 450,000 customers or 95% of Hawaii's
population through its electric utilities, HECO, Hawaii Electric Light
Company, Inc. and Maui Electric Company, Limited and provides a wide array of
banking and other financial services to consumers and businesses through
American Savings Bank, F.S.B., one of Hawaii's largest financial institutions.
Statements made above may contain "forward-looking statements," which include
statements that are predictive in nature, depend upon or refer to future
events or conditions and usually include words such as "expects,"
"anticipates," "intends," "plans," "believes," "predicts," "estimates," or
similar expressions. In addition, any statements concerning future financial
performance, ongoing business strategies or prospects or possible future
actions are also forward-looking statements. Forward-looking statements are
based on current expectations and projections about future events and are
subject to risks, uncertainties and the accuracy of assumptions concerning HEI
and its subsidiaries, the performance of the industries in which they do
business and economic and market factors, among other things. These
forward-looking statements are not guarantees of future performance.
Forward-looking statements should be read in conjunction with the
"Forward-Looking Statements" discussion (which is incorporated by reference
herein) set forth on pages v and vi of HEI's Annual Report on Form 10-K for
the year ended December 31, 2012, and in HEI's future periodic reports that
discuss important factors that could cause HEI's results to differ materially
from those anticipated in such statements. These forward-looking statements
speak only as of the date of the above-referenced.
Contact: Shelee M.T. Kimura (808) 543-7384 Telephone
Manager, Investor Relations E-mail: email@example.com
& Strategic Planning
SOURCE Hawaiian Electric Industries, Inc.
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