Long-term debt

12 Months Ended

Dec. 31, 2019

Long-term Debt, Unclassified [Abstract]

Long-term debt

Note 6 · Long-term debt

December 31	2019			2018
(dollars in thousands)
Long-term debt of Utilities, net of unamortized debt issuance costs 1	$	1,497,667		$	1,418,802
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			50,000
HEI 4.72% senior notes, due 2028	100,000			100,000
Hamakua Energy 4.02% notes, due 2030, secured by real and personal property of Hamakua Energy, LLC	59,699			63,438
Mauo LIBOR + 1.375% loan, due 2022	9,349			—
Less unamortized debt issuance costs	(2,350		)	(2,599		)
	$	1,964,365		$	1,879,641

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, 2019, the aggregate principal payments required on the Company’s long-term debt for 2020 through 2024 are $102 million in 2020, $54 million in 2021, $213 million in 2022, $154 million in 2023 and $5 million in 2024. As of December 31, 2019, the aggregate payments of principal required on the Utilities’ long-term debt for 2020 through 2024 are $96 million in 2020, nil in 2021, $52 million in 2022, $100 million in 2023 and nil in 2024.

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 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.

Changes in long-term debt.

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. In October 2019, the loan was amended to extend the maturity date to March 31, 2022 and to revise certain other defined terms. The loan bears interest at LIBOR plus 1.375%. As of December 31, 2019, $9 million was 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 13, 2019, 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 Unsecured Notes):

	Series 2019A
Aggregate principal amount	$50 million
Fixed coupon interest rate	4.21%
Maturity date	May 15, 2034
Principal amount by company:
Hawaiian Electric	$30 million
Hawaii Electric Light	$10 million
Maui Electric	$10 million

The Unsecured 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. The Unsecured 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. On May 15, 2019, proceeds from the sale were applied to redeem the Utilities’ 2004 junior subordinated deferrable interest debentures at par value:

	2004 Junior subordinated deferrable interest debentures redeemed
Aggregate principal amount	$51.5 million
Fixed coupon interest rate	6.50%
Maturity date	May 15, 2034
Principal amount by company:
Hawaiian Electric	$31.5 million
Hawaii Electric Light	$10 million
Maui Electric	$10 million

On July 18, 2019, the Department of Budget and Finance of the State of Hawaii (DBF) for the benefit of Hawaiian Electric and Hawaii Electric Light, issued, at par:

	Refunding Series 2019 Special Purpose Revenue Bonds
Aggregate principal amount	$150 million
Fixed coupon interest rate	3.20%
Maturity date	July 1, 2039
DBF loaned the proceeds to:
Hawaiian Electric	$90 million
Hawaii Electric Light	$60 million

On July 26, 2019, proceeds from the sale were applied to redeem at par, bonds previously issued by the DBF for the benefit of Hawaiian Electric and Hawaii Electric Light:

	Series 2009 Special Purpose Revenue Bonds Redeemed
Aggregate principal amount	$150 million
Fixed coupon interest rate	6.50%
Maturity date	July 1, 2039
Principal amount by company:
Hawaiian Electric	$90 million
Hawaii Electric Light	$60 million

On October 10, 2019, the DBF for the benefit of Hawaiian Electric, Hawaii Electric Light and Maui Electric, issued, at par:

	Series 2019 Special Purpose Revenue Bonds
Aggregate principal amount	$80 million
Fixed coupon interest rate	3.50%
Maturity date	October 1, 2049
DBF loaned the proceeds to:
Hawaiian Electric	$70 million
Hawaii Electric Light	$2.5 million
Maui Electric	$7.5 million

Proceeds from the Series 2019 Special Purpose Revenue Bonds will be used only to finance capital expenditures, including reimbursements to the Companies for previously incurred approved capital expenditures. The undrawn funds are deposited with a trustee and earn interest at market rates. As of December 31, 2019, Hawaiian Electric and Hawaii Electric Light had $30.8 million and $0.1 million of undrawn funds remaining with the trustee, respectively. Maui Electric received all bond proceeds at closing and had no undrawn funds as of December 31, 2019. Undrawn funds are included in restricted cash in the consolidated balance sheets. (See Note 1).

On December 31, 2019, Hawaiian Electric and Maui Electric wired approximately $84 million to pay off the Series 2012B senior note ($62 million for Hawaiian Electric, $20 million for Maui Electric, and approximately $2 million of accrued interest), which matured on January 1, 2020.