Note 6 · Long-term debt



December 31	2018			2017
(dollars in thousands)
Long-term debt of Utilities, net of unamortized debt issuance costs¹	$	1,418,802		$	1,368,479
Hamakua Energy 4.02% notes, due 2030	63,438			67,325
HEI 2.99% term loan, due 2022	150,000			150,000
HEI 5.67% senior notes, due 2021	50,000			50,000
HEI 3.99% senior notes, due 2023	50,000			50,000
HEI 4.58% senior notes, due 2025	50,000			—
HEI 4.72% senior notes, due 2028	100,000			—
Less unamortized debt issuance costs	(2,599		)	(2,007		)
	$	1,879,641		$	1,683,797


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

As of December 31, 2018, the aggregate principal payments required on the Company’s long-term debt for 2019 through 2023 are $4 million in 2019, $100 million in 2020, $54 million in 2021, $206 million in 2022 and $154 million in 2023. As of December 31, 2018, the aggregate payments of principal required on the Utilities’ long-term debt for 2019 through 2023 are nil in 2019, $96 million in 2020, nil in 2021, $52 million in 2022 and $100 million in 2023.

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, expiring on June 30, 2022. Upon a change of control or certain dispositions of assets (as defined in the Master Note Purchase Agreements dated March 24, 2011 and October 4, 2018), 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, expiring on June 30, 2022.

Changes in long-term debt.

HEI. On October 4, 2018, HEI closed on a private placement transaction to issue $150 million senior unsecured notes in two tranches, as follows:



	HEI Series 2018A	HEI Series 2018B
Aggregate principal amount due at maturity	$50 million	$100 million
Fixed coupon interest rate	4.58%	4.72%
Maturity date	December 15, 2025	December 15, 2028
Draw date	October 4, 2018	December 18, 2018

Proceeds from the HEI Series 2018A tranche were used to repay HEI’s short-term borrowing with The Bank of Tokyo-Mitsubishi UFJ, Ltd, which matured on October 5, 2018. Proceeds from the HEI Series 2018B tranche drawn in December 2018 were used for general corporate purposes, including a contribution of approximately $71 million to Hawaiian Electric to maintain a targeted equity capitalization structure. Interest is paid semiannually on June 15th and December 15th. The note purchase agreement contains certain restrictive financial covenants that are substantially the same as the financial covenants contained in HEI’s senior credit facility, as amended.

Mauo. In June 2018, Mauo, LLC, an indirect subsidiary of Pacific Current, LLC, entered into an unsecured $50.5 million construction loan facility in connection with the construction of the solar-plus-storage PPA project. The loan bears interest at LIBOR plus 1.375% and matures in March 2021. As of December 31, 2018, no amounts were outstanding under the facility. The loan is guaranteed by HEI and contains restrictive covenants that are substantially the same as the financial covenants contained in HEI’s senior credit facility, as amended.

Hawaiian Electric. On May 30, 2018, the Utilities issued, through a private placement pursuant to separate Note Purchase Agreements (the Note Purchase Agreements), the following unsecured notes bearing taxable interest (the Notes):



	Series 2018A	Series 2018B	Series 2018C
Aggregate principal amount	$67.5 million	$17.5 million	$15 million
Fixed coupon interest rate	4.38%	4.53%	4.72%
Maturity date	May 30, 2028	May 30, 2033	May 30, 2048
State of Hawaii Department of Budget and Finance loaned the proceeds to:
Hawaiian Electric	$52 million	$12.5 million	$10.5 million
Hawaii Electric Light	$9 million	$3 million	$3 million
Maui Electric	$6.5 million	$2 million	$1.5 million

The 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 Note Purchase Agreements entered into by Hawaii Electric Light and Maui Electric. All the proceeds of the 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 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 Note Purchase Agreements.