Exact Name of Registrant | Commission | I.R.S. Employer |
as Specified in Its Charter | File Number | Identification No. |
Hawaiian Electric Industries, Inc. | 1-8503 | 99-0208097 |
Hawaiian Electric Company, Inc. | 1-4955 | 99-0040500 |
[ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
[ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
[ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
[ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Hawaiian Electric Notes | ||
Amount | Series | Maturity |
$40 million | 4.45% Senior Notes, Series 2013A | December 1, 2022 |
$50 million | 4.84% Senior Notes, Series 2013B | October 1, 2027 |
$50 million | 5.65% Senior Notes, Series 2013C | October 1, 2043 |
$140 million | Total | |
Maui Electric Notes | ||
Amount | Series | Maturity |
$20 million | 4.84% Senior Notes, Series 2013A | October 1, 2027 |
$20 million | 5.65% Senior Notes, Series 2013B | October 1, 2043 |
$40 million | Total | |
Hawaii Electric Light Notes | ||
Amount | Series | Maturity |
$14 million | 3.83% Senior Notes, Series 2013A | July 1, 2020 |
$12 million | 4.45% Senior Notes, Series 2013B | December 1, 2022 |
$30 million | 4.84% Senior Notes, Series 2013C | October 1, 2027 |
$56 million | Total |
Series | Year of Maturity |
4.75% Refunding Series 2003A Bonds | 2020 |
5.00% Refunding Series 2003B Bonds | 2022 |
5.65% Series 1997A Bonds | 2027 |
Exhibit 4(a) | Note Purchase Agreement among Hawaiian Electric Company, Inc. and the Purchasers that are parties thereto, dated as of October 3, 2013. |
Exhibit 4(b) | Note Purchase and Guaranty Agreement among Maui Electric Company, Limited and the Purchasers that are parties thereto, dated as of October 3, 2013. |
Exhibit 4(c) | Note Purchase and Guaranty Agreement among Hawaii Electric Light Company, Inc. and the Purchasers that are parties thereto, dated as of October 3, 2013. |
HAWAIIAN ELECTRIC INDUSTRIES, INC. | HAWAIIAN ELECTRIC COMPANY, INC. |
(Registrant) | (Registrant) |
/s/ James A. Ajello | /s/ Tayne S. Y. Sekimura |
James A. Ajello | Tayne S. Y. Sekimura |
Executive Vice President and | Senior Vice President and |
Chief Financial Officer | Chief Financial Officer |
(Principal Financial and Accounting Officer of HEI) | (Principal Financial Officer of Hawaiian |
Electric) | |
Date: October 7, 2013 | Date: October 7, 2013 |
TABLE OF CONTENTS | |||
Page | |||
SECTION 1. | AUTHORIZATION OF NOTES | 1 | |
SECTION 2. | SALE AND PURCHASE OF NOTES | 1 | |
SECTION 3. | CLOSING | 2 | |
SECTION 4. | CONDITIONS TO CLOSING | 2 | |
Section 4.1 | Representations and Warranties | 2 | |
Section 4.2 | Performance; No Default | 2 | |
Section 4.3 | Compliance Certificates | 2 | |
Section 4.4 | Opinions of Counsel | 3 | |
Section 4.5 | Purchase Permitted by Applicable Law, Etc | 3 | |
Section 4.6 | Sale of Other Notes | 3 | |
Section 4.7 | Payment of Special Counsel Fees | 3 | |
Section 4.8 | Private Placement Number | 3 | |
Section 4.9 | Changes in Corporate Structure | 3 | |
Section 4.10 | Funding Instructions | 4 | |
Section 4.11 | Proceedings and Documents | 4 | |
SECTION 5. | REPRESENTATIONS AND WARRANTIES OF THE COMPANY | 4 | |
Section 5.1 | Organization; Power and Authority | 4 | |
Section 5.2 | Authorization, Etc | 4 | |
Section 5.3 | Disclosure | 4 | |
Section 5.4 | Organization and Ownership of Shares of Subsidiaries; Affiliates | 5 | |
Section 5.5 | Financial Statements; Material Liabilities | 6 | |
Section 5.6 | Compliance with Laws, Other Instruments, Etc | 6 | |
Section 5.7 | Governmental Authorizations, Etc | 6 | |
Section 5.8 | Litigation; Observance of Agreements, Statutes and Orders | 6 | |
Section 5.9 | Taxes | 7 | |
Section 5.10 | Title to Property; Leases | 7 | |
Section 5.11 | Licenses, Permits, Etc | 7 | |
Section 5.12 | Compliance with ERISA | 8 | |
Section 5.13 | Private Offering by the Company | 9 |
TABLE OF CONTENTS (continued) | |||
Page | |||
Section 5.14 | Use of Proceeds; Margin Regulations | 9 | |
Section 5.15 | Existing Indebtedness; Future Liens | 9 | |
Section 5.16 | Foreign Assets Control Regulations, Etc | 10 | |
Section 5.17 | Status under Certain Statutes | 12 | |
Section 5.18 | Environmental Matters | 12 | |
Section 5.19 | Notes Rank Pari Passu | 12 | |
SECTION 6. | REPRESENTATIONS OF THE PURCHASERS | 13 | |
Section 6.1 | Purchase for Investment | 13 | |
Section 6.2 | Accredited Investor Status | 13 | |
Section 6.3 | Source of Funds | 13 | |
SECTION 7. | INFORMATION AS TO THE COMPANY | 15 | |
Section 7.1 | Financial and Business Information | 15 | |
Section 7.2 | Officer’s Certificate | 18 | |
Section 7.3 | Visitation | 18 | |
SECTION 8. | PAYMENT AND PREPAYMENT OF THE NOTES | 19 | |
Section 8.1 | Maturity | 19 | |
Section 8.2 | Optional Prepayments with Make-Whole Amount | 19 | |
Section 8.3 | Allocation of Partial Prepayments | 19 | |
Section 8.4 | Maturity; Surrender, Etc | 19 | |
Section 8.5 | Purchase of Notes | 20 | |
Section 8.6 | Make-Whole Amount | 20 | |
Section 8.7 | Offer to Prepay Notes in the Event of a Change in Control | 22 | |
Section 8.8 | Offer to Prepay Upon Sale of Assets | 23 | |
SECTION 9. | AFFIRMATIVE COVENANTS | 24 | |
Section 9.1 | Compliance with Laws | 24 | |
Section 9.2 | Insurance | 24 | |
Section 9.3 | Maintenance of Properties | 24 | |
Section 9.4 | Payment of Taxes and Claims | 25 | |
Section 9.5 | Corporate Existence, Etc | 25 | |
Section 9.6 | Books and Records | 25 |
TABLE OF CONTENTS (continued) | |||
Page | |||
Section 9.7 | Notes to Rank Pari Passu | 25 | |
SECTION 10. | NEGATIVE COVENANTS | 25 | |
Section 10.1 | Capitalization Ratio | 26 | |
Section 10.2 | Consolidated Subsidiary Funded Debt to Capitalization Ratio | 26 | |
Section 10.3 | Limitation on Liens | 26 | |
Section 10.4 | Sale of Assets; Consolidation; Merger | 28 | |
Section 10.5 | Limitation on Restrictive Agreements | 30 | |
Section 10.6 | Transactions with Affiliates | 30 | |
Section 10.7 | Line of Business | 30 | |
Section 10.8 | Terrorism Sanctions Regulations | 31 | |
SECTION 11. | EVENTS OF DEFAULT | 31 | |
SECTION 12. | REMEDIES ON DEFAULT, ETC | 33 | |
Section 12.1 | Acceleration | 33 | |
Section 12.2 | Other Remedies | 34 | |
Section 12.3 | Rescission | 34 | |
Section 12.4 | No Waivers or Election of Remedies, Expenses, Etc | 34 | |
SECTION 13. | REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES; COMPANY'S AGENT | 35 | |
Section 13.1 | Registration of Notes | 35 | |
Section 13.2 | Transfer and Exchange of Notes | 35 | |
Section 13.3 | Replacement of Notes | 35 | |
Section 13.4 | The Company’s Agent | 36 | |
SECTION 14. | PAYMENTS ON NOTES | 36 | |
Section 14.1 | Place of Payment | 36 | |
Section 14.2 | Home Office Payment | 37 | |
SECTION 15. | EXPENSES, ETC | 37 | |
Section 15.1 | Transaction Expenses | 37 | |
Section 15.2 | Survival | 37 | |
SECTION 16. | SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT | 38 | |
SECTION 17. | AMENDMENT AND WAIVER | 38 |
TABLE OF CONTENTS (continued) | |||
Page | |||
Section 17.1 | Requirements | 38 | |
Section 17.2 | Solicitation of Holders of Notes | 38 | |
Section 17.3 | Binding Effect, Etc | 39 | |
Section 17.4 | Notes Held by Company, Etc | 39 | |
SECTION 18. | NOTICES | 39 | |
SECTION 19. | REPRODUCTION OF DOCUMENTS | 41 | |
SECTION 20. | CONFIDENTIAL INFORMATION | 41 | |
SECTION 21. | SUBSTITUTION OF PURCHASER | 42 | |
SECTION 22. | MISCELLANEOUS | 43 | |
Section 22.1 | Successors and Assigns | 43 | |
Section 22.2 | Payments Due on Non-Business Days | 43 | |
Section 22.3 | Accounting Terms; Change in GAAP | 43 | |
Section 22.4 | Severability | 43 | |
Section 22.5 | Construction, Etc | 44 | |
Section 22.6 | Counterparts | 44 | |
Section 22.7 | Governing Law | 44 | |
Section 22.8 | Jurisdiction and Process; Waiver of Jury Trial | 44 |
This Agreement is hereby accepted and agreed to as of the date thereof. | |
ING Life Insurance and Annuity Company ING USA Annuity and Life Insurance Company ReliaStar Life Insurance Company Security Life of Denver Insurance Company ReliaStar Life Insurance Company of New York | |
By:ING Investment Management LLC, as Agent | |
By:/s/Paul Aronson Name:Paul Aronson Title:Senior Vice President |
This Agreement is hereby accepted and agreed to as of the date thereof. | |
The Lincoln National Life Insurance Company | |
By:Delaware Investment Advisers, a series of Delaware Management Business Trust, Attorney in Fact By/s/Karl H. Spaeth, Jr., CFA Name:Karl H. Spaeth, Jr., CFA Title:Vice President | |
Lincoln Life & Annuity Company of New York By:Delaware Investment Advisers, a series of Delaware Management Business Trust, Attorney-in-Fact By:/s/Karl H. Spaeth, Jr. CFA Name:Karl H. Spaeth, Jr. CFA Title:Vice President |
This Agreement is hereby accepted and agreed to as of the date thereof. | |
John Hancock Life Insurance Company (U.S.A.) | |
By/s/Gavin R. Danaher Name:Gavin R. Danaher Title:Managing Director | |
John Hancock Life Insurance Company of New York By:/s/Gavin R. Danaher Name:Gavin R. Danaher Title:Managing Director | |
John Hancock Life & Health Insurance Company By:/s/Gavin R. Danaher Name:Gavin R. Danaher Title:Managing Director |
This Agreement is hereby accepted and agreed to as of the date thereof. | |
Teachers Insurance and Annuity Association of America | |
By/s/Joseph R. Cantey Jr. Name:Joseph R. Cantey Jr. Title:Director |
This Agreement is hereby accepted and agreed to as of the date thereof. | |
Pacific Life Insurance Company | |
By/s/Matthew A. Levene Name:Matthew A. Levene Title:Assistant Vice President | |
By/s/Cathy Schwartz Name:Cathy Schwartz Title:Assistant Secretary |
This Agreement is hereby accepted and agreed to as of the date thereof. | |
Mutual of Omaha Insurance Company | |
By/s/Justin P. Kavan Name:Justin P. Kavan Its:Vice President | |
United of Omaha Life Insurance Company By/s/Justin P. Kavan Name:Justin P. Kavan Its:Vice President |
This Agreement is hereby accepted and agreed to as of the date thereof. | |
Phoenix Life Insurance Company | |
By/s/Christopher M. Wilkos Name:Christopher M. Wilkos Title:Executive Vice President | |
PHL Variable Insurance Company By/s/Christopher M. Wilkos Name:Christopher M. Wilkos Title:Executive Vice President |
This Agreement is hereby accepted and agreed to as of the date thereof. | |
Senior Health Insurance Company of Pennsylvania | |
By:Conning, Inc., as Investment Manager By/s/Samuel Otchere Name:Samuel Otchere Title:Director |
Name and Address of Purchaser | Principal Amount of Series A Notes to be Purchased | Principal Amount of Series B Notes to be Purchased | Principal Amount of Series C Notes to be Purchased | |
ING USA Annuity and Life Insurance Company c/o ING Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347 | $6,500,000 | $6,600,000 | $0 | |
(1) | All payments on account of Notes held by such purchaser should be made by wire transfer of immediately available funds for credit to: Provided to Company under separate cover Each such wire transfer should set forth the name of the issuer, the full title (including the coupon rate, issuance date, and final maturity date) of the Notes on account of which such payment is made, and the due date and application (as among principal, premium and interest) of the payment being made. | |||
(2) | Address for all notices related to payments: ING Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347 Attn: Operations/Settlements Fax: (770) 690-5316 | |||
(3) | Address for all other communications and notices: ING Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347 |
Attn: Private Placements Fax: (770) 690-5342 | |
(4) | Address for Delivery of Notes: The Bank of New York Mellon One Wall Street Window A - 3rd Floor New York, NY 10286 with a copy to: ING Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347 Attn: Joyce Resnick Email: Joyce.Resnick@INGinvestment.com Each cover letter accompanying the Notes should set forth the name of the issuer, a description of the Notes (including the interest rate, maturity date and private placement number), and the name of each purchaser and its account number at The Bank of New York Mellon |
(5) | Tax Identification Number: Provided to Company under separate cover Nominee Name: None |
Name and Address of Purchaser | Principal Amount of Series A Notes to be Purchased | Principal Amount of Series B Notes to be Purchased | Principal Amount of Series C Notes to be Purchased | |
ReliaStar Life Insurance Company c/o ING Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347 | $1,700,000 | $1,800,000 | $0 | |
(1) | All payments on account of Notes held by such purchaser should be made by wire transfer of immediately available funds for credit to: Provided to Company under separate cover Each such wire transfer should set forth the name of the issuer, the full title (including the coupon rate, issuance date, and final maturity date) of the Notes on account of which such payment is made, and the due date and application (as among principal, premium and interest) of the payment being made. | |||
(2) | Address for all notices related to payments: ING Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347 Attn: Operations/Settlements Fax: (770) 690-5316 | |||
(3) | Address for all other communications and notices: ING Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347 |
Attn: Private Placements Fax: (770) 690-5342 | ||||
(4) | Address for Delivery of Notes: The Bank of New York Mellon One Wall Street Window A - 3rd Floor New York, NY 10286 with a copy to: ING Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347 Attn: Joyce Resnick Email: Joyce.Resnick@INGinvestment.com Each cover letter accompanying the Notes should set forth the name of the issuer, a description of the Notes (including the interest rate, maturity date and private placement number), and the name of each purchaser and its account number at The Bank of New York Mellon | |||
(5) | Tax Identification Number: Provided to company under separate cover Nominee Name: None | |||
Name and Address of Purchaser | Principal Amount of Series A Notes to be Purchased | Principal Amount of Series B Notes to be Purchased | Principal Amount of Series C Notes to be Purchased | |
ING Life Insurance and Annuity Company c/o ING Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347 | $4,300,000 | $2,300,000 | $0 | |
(1) | All payments on account of Notes held by such purchaser should be made by wire transfer of immediately available funds for credit to: Provided to company under separate cover Each such wire transfer should set forth the name of the issuer, the full title (including the coupon rate, issuance date, and final maturity date) of the Notes on account of which such payment is made, and the due date and application (as among principal, premium and interest) of the payment being made. | |||
(2) | Address for all notices related to payments: ING Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347 Attn: Operations/Settlements Fax: (770) 690-5316 | |||
(3) | Address for all other communications and notices: ING Investment Management LLC |
5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347 Attn: Private Placements Fax: (770) 690-5342 | ||||
(4) | Address for Delivery of Notes: The Bank of New York Mellon One Wall Street Window A - 3rd Floor New York, NY 10286 with a copy to: ING Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347 Attn: Joyce Resnick Email: Joyce.Resnick@INGinvestment.com Each cover letter accompanying the Notes should set forth the name of the issuer, a description of the Notes (including the interest rate, maturity date and private placement number), and the name of each purchaser and its account number at The Bank of New York Mellon | |||
(5) | Tax Identification Number: Provided to company under separate cover Nominee Name: None | |||
Name and Address of Purchaser | Principal Amount of Series A Notes to be Purchased | Principal Amount of Series B Notes to be Purchased | Principal Amount of Series C Notes to be Purchased | |
Security Life of Denver Insurance Company c/o ING Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347 | $6,700,000 | $8,600,000 | $0 | |
(1) | All payments on account of Notes held by such purchaser should be made by wire transfer of immediately available funds for credit to: Provided to Company under separate cover Each such wire transfer should set forth the name of the issuer, the full title (including the coupon rate, issuance date, and final maturity date) of the Notes on account of which such payment is made, and the due date and application (as among principal, premium and interest) of the payment being made. | |||
(2) | Address for all notices related to payments: ING Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347 Attn: Operations/Settlements Fax: (770) 690-5316 | |||
(3) | Address for all other communications and notices: ING Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 |
Atlanta, GA 30327-4347 Attn: Private Placements Fax: (770) 690-5342 | ||||
(4) | Address for Delivery of Notes: The Bank of New York Mellon One Wall Street Window A - 3rd Floor New York, NY 10286 with a copy to: ING Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347 Attn: Joyce Resnick Email: Joyce.Resnick@INGinvestment.com Each cover letter accompanying the Notes should set forth the name of the issuer, a description of the Notes (including the interest rate, maturity date and private placement number), and the name of each purchaser and its account number at The Bank of New York Mellon | |||
(5) | Tax Identification Number: Provided to company under separate cover Nominee Name: None | |||
Name and Address of Purchaser | Principal Amount of Series A Notes to be Purchased | Principal Amount of Series B Notes to be Purchased | Principal Amount of Series C Notes to be Purchased | |
ING USA Annuity and Life Insurance Company c/o ING Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347 | $400,000 | $400,000 | $0 | |
(1) | All payments on account of Notes held by such purchaser should be made by wire transfer of immediately available funds for credit to: Provided to company under separate cover Each such wire transfer should set forth the name of the issuer, the full title (including the coupon rate, issuance date, and final maturity date) of the Notes on account of which such payment is made, and the due date and application (as among principal, premium and interest) of the payment being made. | |||
(2) | Address for all notices related to payments: ING Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347 Attn: Operations/Settlements Fax: (770) 690-5316 With a copy to: The Bank of New York Insurance Trust Dept. 101 Barclay 8 West New York, NY 10286 Attn: Bailey Eng Baileyeng@bankofny.com |
101 Barclay 8 West New York, NY 10286 Attn: Bailey Eng Baileyeng@bankofny.com | ||||
(3) | Address for all other communications and notices: ING Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347 Attn: Private Placements Fax: (770) 690-5342 | |||
(4) | Address for Delivery of Notes: The Bank of New York Mellon One Wall Street Window A - 3rd Floor New York, NY 10286 with a copy to: ING Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347 Attn: Joyce Resnick Email: Joyce.Resnick@INGinvestment.com Each cover letter accompanying the Notes should set forth the name of the issuer, a description of the Notes (including the interest rate, maturity date and private placement number), and the name of each purchaser and its account number at The Bank of New York Mellon | |||
(5) | Tax Identification Number: Provided to company under separate cover Nominee Name: None |
Name and Address of Purchaser | Principal Amount of Series A Notes to be Purchased | Principal Amount of Series B Notes to be Purchased | Principal Amount of Series C Notes to be Purchased | |
ReliaStar Life Insurance Company of New York c/o ING Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347 | $400,000 | $300,000 | $0 | |
(1) | All payments on account of Notes held by such purchaser should be made by wire transfer of immediately available funds for credit to: Provided to company under separate cover Each such wire transfer should set forth the name of the issuer, the full title (including the coupon rate, issuance date, and final maturity date) of the Notes on account of which such payment is made, and the due date and application (as among principal, premium and interest) of the payment being made. | |||
(2) | Address for all notices related to payments: ING Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347 Attn: Operations/Settlements Fax: (770) 690-5316 | |||
(3) | Address for all other communications and notices: ING Investment Management LLC |
5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347 Attn: Private Placements Fax: (770) 690-5342 | ||||
(4) | Address for Delivery of Notes: The Bank of New York Mellon One Wall Street Window A - 3rd Floor New York, NY 10286 with a copy to: ING Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347 Attn: Joyce Resnick Email: Joyce.Resnick@INGinvestment.com Each cover letter accompanying the Notes should set forth the name of the issuer, a description of the Notes (including the interest rate, maturity date and private placement number), and the name of each purchaser and its account number at The Bank of New York Mellon | |||
(5) | Tax Identification Number: Provided to company under separate cover Nominee Name: None |
Name and Address of Purchaser | Principal Amount of Series A Notes to be Purchased | Principal Amount of Series B Notes to be Purchased | Principal Amount of Series C Notes to be Purchased | |
The Lincoln National Life Insurance Company c/o Delaware Investment Advisers 2005 Market Street, Mail Stop 41-104 Philadelphia, PA 19103 | $0 | $6,240,000 | $0 | |
(1) | All payments to be by wire transfer of immediately available funds, with sufficient information (including PPN #, interest rate, maturity date, interest amount, principal amount and premium amount, if applicable) to identify the source and application of such funds, to: Provided to Company under separate cover | |||
(2) | All notices of payments and written confirmations of such wire transfers: The Bank of New York Mellon P.O. Box 19266 Newark, New Jersey 07195 Attn: Private Placement P & I Dept Reference: Acct Name/PPN/Cusip# With a copy to: Lincoln Financial Group 1300 South Clinton Street, 2H-17 Fort Wayne, IN 46802 Attn: K.Estep - Investment Accounting Investment Accounting Fax: 260-455-2622 | |||
(3) | All other Communications: Delaware Investment Advisers 2005 Market Street, Mail Stop 41-104 Philadelphia, PA 19103 Attn: Fixed Income Private Placements |
Private Placement Fax: 215-255-1654 | ||||
(4) | Address for Delivery of Notes: The Bank of New York Mellon Attn: Free Receive Department Contact Person: Anthony Saviano (Telephone 212-635-6764) One Wall Street, 3rd Floor New York, NY 10286 (in cover letter reference note amt, The Lincoln National Life Insurance Company Seg 11 and A/C #: ) With a copy faxed to: Karen Costa - The Bank of New York Mellon (Fax#315-414-5017) And a copy to Andrea Fox (andrea.fox@lfg.com) | |||
(5) | Name of Nominee in which Notes are to be issued: None Tax Identification Number: Provided to company under separate cover |
Name and Address of Purchaser | Principal Amount of Series A Notes to be Purchased | Principal Amount of Series B Notes to be Purchased | Principal Amount of Series C Notes to be Purchased | |
The Lincoln National Life Insurance Company c/o Delaware Investment Advisers 2005 Market Street, Mail Stop 41-104 Philadelphia, PA 19103 | $0 | $5,720,000 | $0 | |
(1) | All payments to be by wire transfer of immediately available funds, with sufficient information (including PPN #, interest rate, maturity date, interest amount, principal amount and premium amount, if applicable) to identify the source and application of such funds, to: Provided to Company under separate cover | |||
(2) | All notices of payments and written confirmations of such wire transfers: The Bank of New York Mellon P.O. Box 19266 Newark, New Jersey 07195 Attn: Private Placement P & I Dept Reference: Acct Name/PPN/Cusip# With a copy to: Lincoln Financial Group 1300 South Clinton Street, 2H-17 Fort Wayne, IN 46802 Attn: K.Estep - Investment Accounting Investment Accounting Fax: 260-455-2622 | |||
(3) | All other Communications: Delaware Investment Advisers 2005 Market Street, Mail Stop 41-104 Philadelphia, PA 19103 Attn: Fixed Income Private Placements |
Private Placement Fax: 215-255-1654 | ||||
(4) | Address for Delivery of Notes: The Bank of New York Mellon Attn: Free Receive Department Contact Person: Anthony Saviano (Telephone 212-635-6764) One Wall Street, 3rd Floor New York, NY 10286(in cover letter reference note amt, The Lincoln National Life Insurance Company Seg 16 and A/C #: ) With a copy faxed to: Karen Costa - The Bank of New York Mellon (Fax#315-414-5017) And a copy to Andrea Fox (andrea.fox@lfg.com) | |||
(5) | Name of Nominee in which Notes are to be issued: None Tax Identification Number: Provided to company under separate cover |
Name and Address of Purchaser | Principal Amount of Series A Notes to be Purchased | Principal Amount of Series B Notes to be Purchased | Principal Amount of Series C Notes to be Purchased | |
The Lincoln National Life Insurance Company c/o Delaware Investment Advisers 2005 Market Street, Mail Stop 41-104 Philadelphia, PA 19103 | $0 | $6,760,000 | $0 | |
(1) | All payments to be by wire transfer of immediately available funds, with sufficient information (including PPN #, interest rate, maturity date, interest amount, principal amount and premium amount, if applicable) to identify the source and application of such funds, to: Provided to Company under separate cover | |||
(2) | All notices of payments and written confirmations of such wire transfers: The Bank of New York Mellon P.O. Box 19266 Newark, New Jersey 07195 Attn: Private Placement P & I Dept Reference: Acct Name/PPN/Cusip# With a copy to: Lincoln Financial Group 1300 South Clinton Street, 2H-17 Fort Wayne, IN 46802 Attn: K.Estep - Investment Accounting Investment Accounting Fax: 260-455-2622 | |||
(3) | All other Communications: Delaware Investment Advisers 2005 Market Street, Mail Stop 41-104 Philadelphia, PA 19103 Attn: Fixed Income Private Placements Private Placement Fax: 215-255-1654 | |||
(4) | Address for Delivery of Notes: The Bank of New York Mellon Attn: Free Receive Department Contact Person: Anthony Saviano (Telephone 212-635-6764) One Wall Street, 3rd Floor New York, NY 10286 |
(in cover letter reference note amt, The Lincoln National Life Insurance Company Seg 65 and A/C #: )With a copy faxed to: Karen Costa - The Bank of New York Mellon (Fax#315-414-5017) And a copy to Andrea Fox (andrea.fox@lfg.com) | ||||
(5) | Name of Nominee in which Notes are to be issued: None Tax Identification Number: Provided to company under separate cover |
Name and Address of Purchaser | Principal Amount of Series A Notes to be Purchased | Principal Amount of Series B Notes to be Purchased | Principal Amount of Series C Notes to be Purchased | |
The Lincoln National Life Insurance Company c/o Delaware Investment Advisers 2005 Market Street, Mail Stop 41-104 Philadelphia, PA 19103 | $0 | $1,560,000 | $0 | |
(1) | All payments to be by wire transfer of immediately available funds, with sufficient information (including PPN #, interest rate, maturity date, interest amount, principal amount and premium amount, if applicable) to identify the source and application of such funds, to: Provided to company under separate cover | |||
(2) | All notices of payments and written confirmations of such wire transfers: The Bank of New York Mellon P.O. Box 19266 Newark, New Jersey 07195 Attn: Private Placement P & I Dept Reference: Acct Name/PPN/Cusip# With a copy to: Lincoln Financial Group 1300 South Clinton Street, 2H-17 Fort Wayne, IN 46802 Attn: K.Estep - Investment Accounting Investment Accounting Fax: 260-455-2622 | |||
(3) | All other Communications: Delaware Investment Advisers 2005 Market Street, Mail Stop 41-104 Philadelphia, PA 19103 Attn: Fixed Income Private Placements Private Placement Fax: 215-255-1654 |
Private Placement Fax: 215-255-1654 | ||||
(4) | Address for Delivery of Notes: The Bank of New York Mellon Attn: Free Receive Department Contact Person: Anthony Saviano (Telephone 212-635-6764) One Wall Street, 3rd Floor New York, NY 10286 (in cover letter reference note amt, The Lincoln National Life Insurance Company Seg J201 and A/C #: )With a copy faxed to: Karen Costa - The Bank of New York Mellon (Fax#315-414-5017) And a copy to Andrea Fox (andrea.fox@lfg.com) | |||
(5) | Name of Nominee in which Notes are to be issued: None Tax Identification Number: Provided to company under separate cover |
Name and Address of Purchaser | Principal Amount of Series A Notes to be Purchased | Principal Amount of Series B Notes to be Purchased | Principal Amount of Series C Notes to be Purchased | |
The Lincoln National Life Insurance Company c/o Delaware Investment Advisers 2005 Market Street, Mail Stop 41-104 Philadelphia, PA 19103 | $0 | $2,080,000 | $0 | |
(1) | All payments to be by wire transfer of immediately available funds, with sufficient information (including PPN #, interest rate, maturity date, interest amount, principal amount and premium amount, if applicable) to identify the source and application of such funds, to: Provided to company under separate cover | |||
(2) | All notices of payments and written confirmations of such wire transfers: The Bank of New York Mellon P.O. Box 19266 Newark, New Jersey 07195 Attn: Private Placement P & I Dept Reference: Acct Name/PPN/Cusip# With a copy to: Lincoln Financial Group 1300 South Clinton Street, 2H-17 Fort Wayne, IN 46802 Attn: K.Estep - Investment Accounting Investment Accounting Fax: 260-455-2622 | |||
(3) | All other Communications: Delaware Investment Advisers 2005 Market Street, Mail Stop 41-104 Philadelphia, PA 19103 Attn: Fixed Income Private Placements Private Placement Fax: 215-255-1654 |
Private Placement Fax: 215-255-1654 | ||||
(4) | Address for Delivery of Notes: The Bank of New York Mellon Attn: Free Receive Department Contact Person: Anthony Saviano (Telephone 212-635-6764) One Wall Street, 3rd Floor New York, NY 10286(in cover letter reference note amt, The Lincoln National Life Insurance Company Seg 46 and A/C #: )With a copy faxed to: Karen Costa - The Bank of New York Mellon (Fax#315-414-5017) And a copy to Andrea Fox (andrea.fox@lfg.com) | |||
(5) | Name of Nominee in which Notes are to be issued: None Tax Identification Number: Provided to company under separate cover |
Name and Address of Purchaser | Principal Amount of Series A Notes to be Purchased | Principal Amount of Series B Notes to be Purchased | Principal Amount of Series C Notes to be Purchased | |
Lincoln Life & Annuity Company of New York c/o Delaware Investment Advisers 2005 Market Street, Mail Stop 41-104 Philadelphia, PA 19103 | $0 | $1,560,000 | $0 | |
(1) | All payments to be by wire transfer of immediately available funds, with sufficient information (including PPN #, interest rate, maturity date, interest amount, principal amount and premium amount, if applicable) to identify the source and application of such funds, to: Provided to company under separate cover | |||
(2) | All notices of payments and written confirmations of such wire transfers: The Northern Trust Company 801 South Canal Street Income Collections C-4S Attention: Viola Nash / Oscell Owens Chicago, IL 60607 Fax: 312-630-8179 (REFERENCE: ACCT NAME AND PPN/CUSIP#) With a copy to: Lincoln Financial Group 1300 South Clinton Street, 2H-17 Fort Wayne, IN 46802 Attn: K.Estep - Investment Accounting Investment Accounting Fax: 260-455-2622 | |||
(3) | All other Communications: |
Delaware Investment Advisers 2005 Market Street, Mail Stop 41-104 Philadelphia, PA 19103 Attn: Fixed Income Private Placements Private Placement Fax: 215-255-1654 | ||||
(4) | Address for Delivery of Notes: The Northern Trust Company Attn: Wanda Leshone Ross (T: 312-557-9507) Trade Securities Processing, C1N 801 South Canal Street Chicago, IL 60607 (in cover letter reference Lincoln Life & Annuity Company of New York - Seg 10, A/C# ) And a copy to Andrea Fox (andrea.fox@lfg.com) | |||
(5) | Name of Nominee in which Notes are to be issued: None Tax Identification Number: Provided to company under separate cover |
Name and Address of Purchaser | Principal Amount of Series A Notes to be Purchased | Principal Amount of Series B Notes to be Purchased | Principal Amount of Series C Notes to be Purchased | ||
Lincoln Life & Annuity Company of New York c/o Delaware Investment Advisers 2005 Market Street, Mail Stop 41-104 Philadelphia, PA 19103 | $0 | $2,080,000 | $0 | ||
(1) | All payments to be by wire transfer of immediately available funds, with sufficient information (including PPN #, interest rate, maturity date, interest amount, principal amount and premium amount, if applicable) to identify the source and application of such funds, to: Provided to company under separate cover | ||||
(2) | All notices of payments and written confirmations of such wire transfers: The Northern Trust Company 801 South Canal Street Income Collections C-4S Attention: Viola Nash / Oscell Owens Chicago, IL 60607 Fax: 312-630-8179 (REFERENCE: ACCT NAME AND PPN/CUSIP#) With a copy to: Lincoln Financial Group 1300 South Clinton Street, 2H-17 Fort Wayne, IN 46802 Attn: K.Estep - Investment Accounting Investment Accounting Fax: 260-455-2622 | ||||
(3) | All other Communications: |
Delaware Investment Advisers 2005 Market Street, Mail Stop 41-104 Philadelphia, PA 19103 Attn: Fixed Income Private Placements Private Placement Fax: 215-255-1654 | |||||
(4) | Address for Delivery of Notes: The Northern Trust Company Attn: Wanda Leshone Ross (T: 312-557-9507) Trade Securities Processing, C1N 801 South Canal Street Chicago, IL 60607 (in cover letter reference Lincoln Life & Annuity Company of New York - Seg 11, A/C# ) And a copy to Andrea Fox (andrea.fox@lfg.com) | ||||
(5) | Name of Nominee in which Notes are to be issued: None Tax Identification Number: Provided to company under separate cover |
Name and Address of Purchaser | Principal Amount of Series A Notes to be Purchased | Principal Amount of Series B Notes to be Purchased | Principal Amount of Series C Notes to be Purchased | ||
John Hancock Life Insurance Company (U.S.A.) c/o John Hancock Financial Services 197 Clarendon Street Boston, MA 02116 | $0 | $0 | $24,000,000 | ||
(1) | All payments to be by wire transfer of immediately available funds, with sufficient information (including PPN #, interest rate, maturity date, interest amount, principal amount and premium amount, if applicable) to identify the source and application of such funds, to: Provided to company under separate cover | ||||
(2) | All notices with respect to payments, prepayments (scheduled and unscheduled, whether partial or in full) and maturity shall be sent to: John Hancock Financial Services 197 Clarendon Street Boston, MA 02116 Attention: Investment Administration Fax Number: (617) 572-5495 Email: InvestmentAdministration@jhancock.com | ||||
(3) | All notices and communication with respect to compliance reporting, financial statements and related certifications shall be sent to: John Hancock Financial Services 197 Clarendon Street Boston, MA 02116 Attention: Bond and Corporate Finance, C-2 Fax Number: (617) 572-0040 powerteam@jhancock.com |
(4) | All other Communications: John Hancock Financial Services 197 Clarendon Street Boston, MA 02116 Attention: Investment Law, C-3 Fax Number: (617) 572-9269 Email: N/A/ | and John Hancock Financial Services 197 Clarendon Street Boston, MA 02116 Attention: Bond and Corporate Finance, C-2 Fax Number: (617) 572-0040 Email: powerteam@jhancock.com | |||
(5) | Address for Delivery of Notes: John Hancock Financial Services 197 Clarendon St., Floor C-03-16 Boston, MA 02116 David Pemstein | ||||
(6) | Tax Identification Number: Provided to company under separate cover Nominee Name: None |
Name and Address of Purchaser | Principal Amount of Series A Notes to be Purchased | Principal Amount of Series B Notes to be Purchased | Principal Amount of Series C Notes to be Purchased | ||
John Hancock Life Insurance Company of New York c/o John Hancock Financial Services 197 Clarendon Street Boston, MA 02116 | $0 | $0 | $4,000,000 | ||
(1) | All payments to be by wire transfer of immediately available funds, with sufficient information (including PPN #, interest rate, maturity date, interest amount, principal amount and premium amount, if applicable) to identify the source and application of such funds, to: Provided to company under separate cover | ||||
(2) | All notices with respect to payments, prepayments (scheduled and unscheduled, whether partial or in full) and maturity shall be sent to: John Hancock Financial Services 197 Clarendon Street Boston, MA 02116 Attention: Investment Administration Fax Number: (617) 572-5495 Email: InvestmentAdministration@jhancock.com | ||||
(3) | All notices and communication with respect to compliance reporting, financial statements and related certifications shall be sent to: John Hancock Financial Services 197 Clarendon Street Boston, MA 02116 Attention: Bond and Corporate Finance, C-2 Fax Number: (617) 572-0040 powerteam@jhancock.com |
(4) | All other Communications: John Hancock Financial Service 197 Clarendon Street Boston, MA 02116 Attention: Investment Law, C-3 Fax Number: (617) 572-9269 Email: N/A/ | and John Hancock Financial Services 197 Clarendon Street Boston, MA 02116 Attention: Bond and Corporate Finance, C-2 Fax Number: (617) 572-0040 Email: powerteam@jhancock.com | |||
(5) | Address for Delivery of Notes: John Hancock Financial Services 197 Clarendon St., Floor C-03-16 Boston, MA 02116 David Pemstein | ||||
(6) | Tax Identification Number: Provided to company under separate cover Nominee Name: None |
Name and Address of Purchaser | Principal Amount of Series A Notes to be Purchased | Principal Amount of Series B Notes to be Purchased | Principal Amount of Series C Notes to be Purchased | ||
John Hancock Life & Health Insurance Company c/o John Hancock Financial Services 197 Clarendon Street Boston, MA 02116 | $0 | $0 | $3,000,000 | ||
(1) | All payments to be by wire transfer of immediately available funds, with sufficient information (including PPN #, interest rate, maturity date, interest amount, principal amount and premium amount, if applicable) to identify the source and application of such funds, to: Provided to company under separate cover | ||||
(2) | All notices with respect to payments, prepayments (scheduled and unscheduled, whether partial or in full) and maturity shall be sent to: John Hancock Financial Services 197 Clarendon Street Boston, MA 02116 Attention: Investment Administration Fax Number: (617) 572-5495 Email: InvestmentAdministration@jhancock.com | ||||
(3) | All notices and communication with respect to compliance reporting, financial statements and related certifications shall be sent to: John Hancock Financial Services 197 Clarendon Street Boston, MA 02116 Attention: Bond and Corporate Finance, C-2 Fax Number: (617) 572-0040 powerteam@jhancock.com | ||||
(4) | All other Communications: John Hancock Financial Services 197 Clarendon Street Boston, MA 02116 Attention: Investment Law, C-3 Fax Number: (617) 572-9269 Email: N/A/ | and John Hancock Financial Services 197 Clarendon Street Boston, MA 02116 Attention: Bond and Corporate Finance, C-2 Fax Number: (617) 572-0040 Email: powerteam@jhancock.com | |||
(5) | Address for Delivery of Notes: John Hancock Financial Services 197 Clarendon St., Floor C-03-16 Boston, MA 02116 David Pemstein | ||||
(6) | Tax Identification Number: Provided to company under separate cover Nominee Name: None |
Name and Address of Purchaser | Principal Amount of Series A Notes to be Purchased | Principal Amount of Series B Notes to be Purchased | Principal Amount of Series C Notes to be Purchased | |
Teachers Insurance and Annuity Association of America 8500 Andrew Carnegie Blvd. Charlotte, North Carolina 28262 | $17,000,000 | $0 | $0 | |
(1) | All payments on or in respect of the Notes shall be made in immediately available funds on the due date by electronic funds transfer, through the Automated Clearing House System, to: Provided to company under separate cover | |||
(2) | All notices of payments and written confirmations of such wire transfers: Teachers Insurance and Annuity Association of America 730 Third Avenue New York, New York 10017 Attention: Securities Accounting Division Phone: (212) 916-5504 Email: jpiperato@tiaa-cref.org or mwolfe@tiaa-cref.org With a copy to: JPMorgan Chase Bank, N.A. P.O. Box 35308 Newark, New Jersey 07101 And to: Teachers Insurance and Annuity Association of America 8500 Andrew Carnegie Boulevard Charlotte, North Carolina 28262 Attention: Global Private Markets Telephone: (704) 988-4349 (Ho Young Lee) (704) 988-1000 (General Number) Facsimile: (704) 988-4916 |
Email:hlee@tiaa-cref.org Contemporaneous written confirmation of any electronic funds transfer shall be sent to the above addresses setting forth (1) the full name, private placement number, interest rate and maturity date of the Series A Notes, (2) allocation of payment between principal, interest, Make-Whole Amount, other premium or any special payment and (3) the name and address of the bank from which such electronic funds transfer was sent. | ||||
(3) | All other Communications: Teachers Insurance and Annuity Association of America 8500 Andrew Carnegie Boulevard Charlotte, North Carolina 28262 Attention: Global Private Markets Telephone:(704) 988-4349 (Ho Young Lee) (704) 988-1000 (General Number) Facsimile:(704) 988-4916 Email: hlee@tiaa-cref.org | |||
(4) | Address for Delivery of Notes: JPMorgan Chase Bank, N.A. 4 Chase Metrotech Center 3rd Floor Brooklyn, New York 11245-0001 Attention: Physical Receive Department For TIAA A/C # | |||
(5) | Name of Nominee in which Notes are to be issued: None Tax Identification Number: Provided to company under separate cover |
Name and Address of Purchaser | Principal Amount of Series A Notes to be Purchased | Principal Amount of Series B Notes to be Purchased | Principal Amount of Series C Notes to be Purchased | |
Pacific Life Insurance Company 700 Newport Center Drive Newport Beach, CA 92660-6397 | $0 | $0 | $5,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 | |
(1) | All payments to be by wire transfer of immediately available funds, with sufficient information (including PPN #, interest rate, maturity date, interest amount, principal amount and premium amount, if applicable) to identify the source and application of such funds, to: Provided to Company under separate cover | |||
(2) | All notices of payments and written confirmations of such wire transfers: Mellon Trust Attn: Pacific Life Accounting Team One Mellon Bank Center, Room 0930 Pittsburgh, PA 15259 AND Pacific Life Insurance Company Attn: IM - Cash Team 700 Newport Center Drive Newport Beach, CA 92660-6397 FAX: 949-718-5845 | |||
(3) | All other Communications: Pacific Life Insurance Company Attn: IM - Credit Analysis 700 Newport Center Drive Newport Beach, CA 92660-6397 FAX: 949-219-5406 |
(4) | Address for Delivery of Notes: Mellon Securities Trust Company One Wall Street 3rd Floor Receive Window C New York, NY 10286 Contact Name & Phone: Robert Ferraro 212-635-1299 A/C Name: General Account A/C# | |||
(5) | Name of Nominee in which Notes are to be issued: Mac & Co., as nominee for Pacific Life Insurance Company Tax Identification Number: Provided to company under separate cover |
Name and Address of Purchaser | Principal Amount of Series A Notes to be Purchased | Principal Amount of Series B Notes to be Purchased | Principal Amount of Series C Notes to be Purchased | |
Mutual of Omaha Insurance Company Mutual of Omaha Plaza Omaha, NE 68175-1011 | $0 | $0 | $5,000,000 | |
(1) | All payments to be by wire transfer of immediately available funds, with sufficient information (including PPN #, interest rate, maturity date, interest amount, principal amount and premium amount, if applicable) to identify the source and application of such funds, to: Provided to Company under separate cover | |||
(2) | Address for all notices in respect of payment of Principal and Interest, Corporate Actions, and Reorganization Notifications: JPMorgan Chase Bank 14201 Dallas Parkway - 13th Floor Dallas, TX 75254-2917 Attn: Income Processing a/c: | |||
(3) | Address for all other communications (i.e.: Quarterly/Annual reports, Tax filings, Modifications, Waivers regarding the indenture): 4 - Investment Accounting Mutual of Omaha Insurance Company Mutual of Omaha Plaza Omaha, NE 68175-1011 Fax: 402-351-2903 Email: privateplacements@mutualofomaha.com | |||
(4) | Address for Delivery of Notes: JPMorgan Chase Bank, N.A. 4 Chase Metrotech Center 3rd Floor Brooklyn, New York 11245-0001 Attention: Physical Receive Department Account # | |||
(5) | Name of Nominee in which Notes are to be issued: None Tax Identification Number: Provided to company under separate cover |
Name and Address of Purchaser | Principal Amount of Series A Notes to be Purchased | Principal Amount of Series B Notes to be Purchased | Principal Amount of Series C Notes to be Purchased | |
United of Omaha Life Insurance Company c/o Mutual of Omaha Insurance Company Mutual of Omaha Plaza Omaha, NE 68175-1011 | $0 | $0 | $5,000,000 | |
(1) | All payments to be by wire transfer of immediately available funds, with sufficient information (including PPN #, interest rate, maturity date, interest amount, principal amount and premium amount, if applicable) to identify the source and application of such funds, to: Provided to company under separate cover | |||
(2) | Address for all notices in respect of payment of Principal and Interest, Corporate Actions, and Reorganization Notifications: JPMorgan Chase Bank 14201 Dallas Parkway - 13th Floor Dallas, TX 75254-2917 Attn: Income Processing a/c: | |||
(3) | Address for all other communications (i.e.: Quarterly/Annual reports, Tax filings, Modifications, Waivers regarding the indenture): 4 - Investment Accounting United of Omaha Life Insurance Company Mutual of Omaha Plaza Omaha, NE 68175-1011 Fax: 402-351-2903 Email: privateplacements@mutualofomaha.com | |||
(4) | Address for Delivery of Notes: JPMorgan Chase Bank 4 Chase Metrotech Center, 3rd Floor Brooklyn, NY 11245-0001 Attention: Physical Receive Department Account# | |||
(5) | Name of Nominee in which Notes are to be issued: None Tax Identification Number: Provided to company under separate cover |
Name and Address of Purchaser | Principal Amount of Series A Notes to be Purchased | Principal Amount of Series B Notes to be Purchased | Principal Amount of Series C Notes to be Purchased | |
Phoenix Life Insurance Company One American Row Hartford, CT 06102 | $0 | $4,000,000 | $0 | |
(1) | All payments to be by wire transfer of immediately available funds, with sufficient information (including PPN #, interest rate, maturity date, interest amount, principal amount and premium amount, if applicable) to identify the source and application of such funds, to: Provided to Company under separate cover | |||
(2) | All notices and communications, including notices with respect to payments should be addressed to: Phoenix Life Insurance Company One American Row Private Placement Department H-2W Hartford, CT 06102 Email Notices: nelson.correa@phoenixwm.com AND pam.moody@phoenixwm.com With a copy to: brad.buck@phoenixwm.com | |||
(3) | All legal notices should be addressed to: Phoenix Life Insurance Company One American Row Hartford, CT 06102 Attention: Brad Buck | |||
(4) | Address for Delivery of Notes: Phoenix Life Insurance Company One American Row Hartford, CT 06102 Attention: Brad Buck | |||
(5) | Name of Nominee in which Notes are to be issued: None Tax Identification Number: Provided to company under separate cover |
Name and Address of Purchaser | Principal Amount of Series A Notes to be Purchased | Principal Amount of Series B Notes to be Purchased | Principal Amount of Series C Notes to be Purchased | |
PHL Variable Insurance Company One American Row Hartford, CT 06102 | $2,000,000 | $0 | $0 | |
(1) | All payments to be by wire transfer of immediately available funds, with sufficient information (including PPN #, interest rate, maturity date, interest amount, principal amount and premium amount, if applicable) to identify the source and application of such funds, to: Provided to Company under separate cover | |||
(2) | All notices and communications, including notices with respect to payments should be addressed to: Phoenix Life Insurance Company One American Row Private Placement Department H-2W Hartford, CT 06102 Email Notices: nelson.correa@phoenixwm.com AND pam.moody@phoenixwm.com With a copy to: brad.buck@phoenixwm.com | |||
(3) | All legal notices should be addressed to: Phoenix Life Insurance Company One American Row Hartford, CT 06102 Attention: Brad Buck | |||
(4) | Address for Delivery of Notes: Phoenix Life Insurance Company One American Row Hartford, CT 06102 Attention: Brad Buck | |||
(5) | Name of Nominee in which Notes are to be issued: None Tax Identification Number: Provided to company under separate cover |
Name and Address of Purchaser | Principal Amount of Series A Notes to be Purchased | Principal Amount of Series B Notes to be Purchased | Principal Amount of Series C Notes to be Purchased | |
Senior Health Insurance Company of Pennsylvania c/o Conning, Inc. One Financial Plaza 13th Floor Hartford, CT 06103-2627 | $1,000,000 | $0 | $0 | |
(1) | All payments to be made by crediting (in the form of federal funds bank wire transfer, with sufficient information to identify the source and application of funds) the following account: Provided to company under separate cover | |||
(2) | All notices and communication should be directed to: Senior Health Insurance Company of Pennsylvania C\O Conning, Inc. One Financial Plaza 14th Floor Hartford, CT 06103-2627 Attention: Samuel O. Otchere Phone: 860-299-2262 Facsimile: 860-299-0262 Email: Samuel.Otchere@Conning.com With a copy of all notices and communication directed to: Senior Health Insurance Company of Pennsylvania C\O Conning, Inc. One Financial Plaza 13th Floor Hartford, CT 06103-2627 Attention: Private Placement Unit Phone: 860-299-2173 Facsimile: 860-299-2442 |
Email:Conning.Documents@Conning.com | ||||
(3) | Address for all other communications and notices: Senior Health Insurance Company of Pennsylvania C\O Conning, Inc. One Financial Plaza 13th Floor Hartford, CT 06103-2627 Attention: Sheilah Gibson Facsimile: 860-299-0074 Phone: 860-299-2074 Email:Sheilah.Gibson@Conning.com | |||
(4) | Address for Delivery of Notes: Senior Health Insurance Company of Pennsylvania C\O Conning, Inc. One Financial Plaza 13th Floor Hartford, CT 06103-2627 Attention: Sheilah Gibson | |||
(5) | Tax Identification Number: Provided to company under separate cover Nominee Name: HARE & CO., LLC |
($thousands) | HECO | HELCO | MECO | RHI | UBC | Eliminations | CONSOLIDATED | ||||||||||
ST borrowings from non-affiliates | - | - | - | - | - | - | |||||||||||
ST borrow between HECO, HELCO, MECO, RHI, UBC | 18,050 | - | 9,400 | - | - | (27,450) | - | ||||||||||
ST borrowings from HEI | - | - | - | - | - | - | |||||||||||
Capital lease obligations, including current portion | - | - | - | - | - | - | |||||||||||
Purchase money indebtedness | - | - | - | - | - | - | |||||||||||
Borrowings under Syndicated Credit Agreement | - | - | - | - | - | - | |||||||||||
Revenue bonds, including current portion | 382,000 | 160,325 | 97,000 | - | - | 639,325 | |||||||||||
Less funds on deposit with trustees | - | - | - | - | - | - | |||||||||||
Less unamortized discount | (75) | - | - | (75) | |||||||||||||
Other long-term debt – taxable unsecured senior notes Other long-term debt – unsecured (QUIDS), including current portion | 367,000 31,546 | 31,000 10,000 | 59,000 10,000 | - - | - - | - | 457,000 51,546 | ||||||||||
Funded debt | 798,596 | 201,250 | 175,400 | - | - | (27,450) | 1,147,796 | (2) | |||||||||
(3 | ) | (3) | |||||||||||||||
Cumulative preferred stock - not subject to mandatory redemption | 22,293 | 7,000 | 5,000 | - | - | - | 34,293 | ||||||||||
Common stock | 97,788 | 24,133 | 16,025 | 781 | 585 | (41,524) | 97,788 | ||||||||||
Premium and/or expense on common & preferred stock | 468,045 | 102,857 | 81,745 | - | - | (184,602) | 468,045 | ||||||||||
Retained earnings | 907,273 | 141,998 | 131,091 | (701) | (561) | (271,827) | 907,273 | ||||||||||
Common stock equity (a) | 1,473,106 | 268,988 | 228,861 | 80 | 24 | (497,953) | 1,473,106 | ||||||||||
Capitalization (a) | 2,293,995 | 477,238 | 409,261 | 80 | 24 | (525,403) | 2,655,195 | (1) | |||||||||
Notes: | |||||||||||||||||
(1) | Consolidated Capitalization | ||||||||||||||||
(2) | Consolidated Funded Debt | ||||||||||||||||
(3) | Consolidated Subsidiary Funded Debt, individually | ||||||||||||||||
(a) | Excludes AOCI Income or Loss | ||||||||||||||||
• | HECO’s Annual report on Form 10-K for the fiscal year ended December 31, 2012 |
• | HECO’s Quarterly reports on Form 10-Q for quarters ended March 31, 2013 and June 30, 2013 |
• | HECO’s Current reports on Form 8-K filed January 29, 2013 (report dated January 28, 2013), February 15, 2013, March 20, 2013, May 8, 2013, May 14, 2013, June 4, 2013, June 14, 2013, July 5, 2013 and August 8, 2013. |
Subsidiary | Jurisdiction | Owner | Shares Owned (% of outstanding Common Stock) |
Maui Electric Company, Limited* | Hawaii | Hawaiian Electric Company, Inc. | 100% |
Hawaii Electric Light Company, Inc.* | Hawaii | Hawaiian Electric Company, Inc. | 100% |
Renewable Hawaii, Inc. | Hawaii | Hawaiian Electric Company, Inc. | 100% |
Uluwehiokama Biofuels Corp. | Hawaii | Hawaiian Electric Company, Inc. | 100% |
HECO Capital Trust III | Delaware | Hawaiian Electric Company, Inc. | 100%** |
Affiliate |
Hawaiian Electric Industries, Inc. |
American Savings Holdings, Inc. |
American Savings Bank, F.S.B. |
HEI Properties, Inc. |
Hawaiian Electric Industries Capital Trust II |
Hawaiian Electric Industries Capital Trust III |
The Old Oahu Tug Service, Inc. |
Name | Position |
Constance H. Lau | Chairman of the Board |
Don E. Carroll | Director |
Thomas B. Fargo | Director |
Peggy Y. Fowler | Director |
Timothy E. Johns | Director |
Micah A. Kane | Director |
Bert A. Kobayashi, Jr. | Director |
Richard M. Rosenblum | Director, President & CEO |
Kelvin H. Taketa | Director |
Jimmy D. Alberts | Senior VP, Customer Service |
Dan V. Giovanni | Senior VP, Operations |
Stephen M. McMenamin | Senior VP & Chief Information Officer |
Tayne S. Y. Sekimura | Senior VP & Chief Financial Officer |
Patricia U. Wong | Senior VP, Corporate Services |
Lorie Ann Nagata | Treasurer |
Cathlynn L. Yoshida | Controller |
Molly M. Egged | Secretary |
• | Consolidated Financial Statements for the fiscal year ended December 31, 2012 |
• | Consolidated Financial Statements for the fiscal year ended December 31, 2011 |
• | Consolidated Financial Statements for the fiscal year ended December 31, 2010 |
• | Consolidated Financial Statements for the quarter ended June 30, 2013 |
• | Consolidated Financial Statements for the quarter ended March 31, 2013 |
• | Hawaii Public Utilities Commission Decision and Order dated November 1, 2011 and Order No. 30268 dated March 19, 2012 in Docket No. 2011-0068 for the Issuance of Unsecured Obligations and Guarantees |
• | Hawaii Public Utilities Commission Decision and Order No. 30056 dated December 22, 2011 and Order No. 30269 dated March 19, 2012 in Docket No. 2011-0127 to Refinance Outstanding Series of Revenue Bonds through the Issuance of Unsecured Obligations and/or Refunding Special Purpose Revenue Bonds and Related Notes and Guarantees, and Authorization to Enter into Related Agreements |
• | Hawaii Public Utilities Commission Decision and Order No. 31336 dated June 28, 2013 and Order No. 31369 dated July 24, 2013 in Docket No. 2013-0030 for Issuance of Unsecured Obligations, Guarantees and Authorization to Enter into Related Agreements |
• | Hawaii Public Utilities Commission Decision and Order No. 31337 dated June 28, 2013 and Order No. 31368 dated July 24, 2013 in Docket No. 2013-0018 to Refinance during 2013 three Outstanding Series of Revenue Bonds through the Issuance of Unsecured Obligations and Related Notes and Guarantees, and Authorization to Enter into Related Agreements |
(in thousands) | ||||||
Short-term debt - unsecured | ||||||
Commercial Paper (net of discount) | $ | 53,992 | ||||
$175 Million Syndicated Credit Facility under Credit Agreement dated May 7, 2010, amended to expire on December 5, 2016. The Credit Agreement requires maintenance of a capitalization ratio by Company and restricts guarantees of subsidiary debt, and incurrence of debt by subsidiaries, if a specified ratio will be exceeded. | $ 0 | |||||
Long-term debt | ||||||
Unsecured notes payable to Department of Budget and Finance of the State of Hawaii and assigned by the Department to the indenture trustee for the payment of amounts owing to the holders of special purpose revenue bonds and refunding special purpose revenue bonds (subsidiary obligations unconditionally guaranteed by HECO): | ||||||
HECO, 6.50%, series 2009, due 2039 | $ | 90,000 | ||||
HELCO, 6.50%, series 2009, due 2039 | 60,000 | |||||
HECO, 4.65%, series 2007A, due 2037 | 100,000 | |||||
HELCO, 4.65%, series 2007A, due 2037 | 20,000 | |||||
MECO, 4.65%, series 2007A, due 2037 | 20,000 | |||||
* | HECO, 5.65%, series 1997A, due 2027 | 50,000 | ||||
* | HELCO, 5.65%, series 1997A, due 2027 | 30,000 | ||||
* | MECO, 5.65%, series 1997A, due 2027 | 20,000 | ||||
HECO, 4.60%, refunding series 2007B, due 2026 | 62,000 | |||||
HELCO, 4.60%, refunding series 2007B, due 2026 | 8,000 | |||||
MECO, 4.60%, refunding series 2007B, due 2026 | 55,000 | |||||
HECO, 4.80%, refunding series 2005A, due 2025 | 40,000 | |||||
HELCO, 4.80%, refunding series 2005A, due 2025 | 5,000 | |||||
MECO, 4.80%, refunding series 2005A, due 2025 | 2,000 | |||||
* | HECO, 5.00%, refunding series 2003B, due 2022 | 40,000 | ||||
* | HELCO, 5.00%, refunding series 2003B, due 2022 | 12,000 | ||||
* | HELCO, 4.75%, refunding series 2003A, due 2020 | 14,000 | ||||
HELCO, 5.50%, refunding series 1999A, due 2014 | 11,400 | |||||
Total obligations to the State of Hawaii | 639,400 | |||||
Other long-term debt – unsecured: | ||||||
HECO, 5.39%, series 2012E, unsecured senior note, due 2042 6.50 %, series 2004, junior subordinated deferrable interest debentures, due 2034 HECO, 4.53%, series 2012F, unsecured senior note, due 2032 HECO, 4.72%, series 2012D, unsecured senior note, due 2029 HECO, 4.55%, series 2012C, unsecured senior note, due 2023 HELCO, 4.55%, series 2012B, unsecured senior note, due 2023 MECO, 4.55%, series 2012C, unsecured senior note, due 2023 HECO, 4.03%, series 2012B, unsecured senior note, due 2020 MECO, 4.03%, series 2012B, unsecured senior note, due 2020 HECO, 3.79%, series 2012A, unsecured senior note, due 2018 HELCO, 3.79%, series 2012A, unsecured senior note, due 2018 MECO, 3.79%, series 2012A, unsecured senior note, due 2018 | 150,000 51,546 40,000 35,000 50,000 20,000 30,000 62,000 20,000 30,000 11,000 9,000 | |||||
Total long-term debt | 1,147,946 | |||||
Customer Deposits | ||||||
Deposits are used to secure customers' accounts | ||||||
HECO | $ | 13,614 | ||||
HELCO | 3,853 | |||||
MECO | 4,409 | |||||
Total customer deposits | 21,876 |
Debtor | Secured Party | Jurisdiction | UCC File Number | UCC File Date | Collateral Description* |
Hawaiian Electric Company, Inc. | Hitachi Credit America Corp (as assignee of Hannon Armstrong Hawaii Funding Corp.) | Hawaii | 2001-180919 | 11/19/2001 | All money due and coming due under a 2001 task order with a U.S. Navy agency for an energy efficiency project—remaining balance $1.1 million |
Hawaiian Electric Company, Inc. | J.P. Morgan Leasing, Inc. (assignment) PHNSY – ECPs 1 & 3) | Hawaii | 2004-085035 | 04/29/2004 | Assignment or partial assignment from Hitachi of foregoing financing arrangement |
Hawaiian Electric Company, Inc. | Hitachi Credit America Corp. | Hawaii | 2006-185362 | 10/10/2006 | Continuation Statement of 2001-180919 continued for additional period provided by applicable law |
Hawaiian Electric Company, Inc. | J.P. Morgan Leasing Inc. | Hawaii | 2006-192912 | 10/23/2006 | Continuation Statement of 2001-180919 continued for additional period provided by applicable law |
Hawaiian Electric Company, Inc. | J.P. Morgan Leasing Inc. | Hawaii | 2011-138648 | 08/30/2011 | Continuation Statement of 2001-180919 continued for additional period provided by applicable law |
Hawaiian Electric Company, Inc. | Hitachi Credit America Corp. | Hawaii | 2011-194210 | 11/18/2011 | Continuation Statement of 2001-180919 continued for additional period provided by applicable law |
Hawaiian Electric Company, Inc. | Hannon Armstrong Federal Government Receivables Trust (as assignee of Hannon Armstrong DSM Funding LLC) – HALE KOA) | Hawaii | 2005-094089 | 05/11/2005 | All money due and to become due under a 2004 delivery order from a U.S. Navy ordering agency relating to an energy efficiency project—remaining balance, $253,000 |
Hawaiian Electric Company, Inc. | Hannon Armstrong Federal Government Receivables Trust | Hawaii | 2010-047285 | 04/08/2010 | Continuation Statement of 2005-094089 continued for additional period provided by applicable law |
1. | Hawaiian Electric Company, Inc. (“HECO”) Credit Agreement dated May, 7 2010, amended to expire on December 5, 2016, by and between HECO, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent restricts the ability of HECO and its “Significant Subsidiaries,” as defined therein, to sell, transfer or otherwise dispose of all or substantially all of its properties and assets to any of its Affiliates, as defined therein, on a non-arms length basis. |
2. | Hawaiian Electric Company, Inc., Maui Electric Company, Ltd. (“MECO”) and Hawaii Electric Light Company, Inc. (“HELCO”) are subject to restrictive covenants in connection with the offer and sale in March 2004 of Cumulative Quarterly Income Preferred Securities, as disclosed in the Registration Statements on Form S-3, Regis. Nos. 333-111073, 333-111073-01, 333-111073-02 and 333-111073-03 filed with the Securities and Exchange Commission, which descriptions are incorporated herein by reference. |
3. | HECO, MECO and HELCO are subject to restrictive covenants in connection with their cumulative preferred stock financings to the effect that, until dividends have been paid or declared or set apart for payment on all shares of the respective company’s cumulative preferred stock, (a) no distributions on the respective company’s common stock or any future class of stock except cumulative preferred stock shall be made and (b) the respective company shall not purchase or otherwise acquire any of the respective company’s common stock or any future class of stock except cumulative preferred stock. In the event of liquidation, dissolution, receivership, bankruptcy, disincorporation or winding up of the affairs of the respective company, cumulative preferred stockholders are entitled to the par value of their shares and accrued and unpaid dividends, before any distribution is made to holders of the respective company's common stock or any future class of stock except cumulative preferred stock. |
4. | HECO is subject to restrictive covenants in connection with its cumulative preferred stock financings to the effect that, as long as any shares of the respective series of cumulative preferred stock are outstanding, HECO shall not affect the merger or consolidation of HECO, or sell, lease or exchange all or substantially all of the property and assets of HECO, without first obtaining the consent in writing of the holders of at least 75% of each of the respective outstanding series of cumulative preferred stock, provided that said consent shall not be required to make a mortgage, pledge, assignment or transfer of all or any part of its assets as security for any obligation or liability of any kind or nature. |
5. | HECO, MECO and HELCO are subject to restrictive covenants in connection with their special purpose revenue bonds which contain provisions to the effect that HECO, MECO and HELCO shall not dissolve or otherwise dispose of all or substantially all its assets, and will not consolidate with or merge into another entity or permit other entities to consolidate with or merge into it, unless certain specific requirements are met. |
6. | HECO, MECO and HELCO are subject to restrictive covenants in connection with their Note Purchase Agreements dated as of April 19, 2012 and HECO’s Note Purchase Agreement dated as of September 13, 2012 (together the “Note Agreements”), pursuant to which several series of unsecured notes were issued in private placements. The Note Agreements contain affirmative and negative restrictions, including a negative covenant that HECO will not permit the ratio of any Significant Subsidiaries’ Consolidated Subsidiary Funded Debt to its Capitalization exceed a specified level, and this restriction could operate indirectly to restrict the ability of Significant Subsidiaries to make Restricted Payments to HECO. HECO also entered into two similar Note Purchase Agreements of the same April 19 date under which it is a “Guarantor” of MECO (in one such Agreement) and a Guarantor of HELCO (in another such Agreement). Each of these agreements contains similar negative covenants relating to MECO and HELCO (as well as HECO) relating to their respective Consolidated Subsidiary Funded Debt to Capitalization ratios and those of their respective Significant Subsidiaries. The affirmative and negative restrictions are disclosed in the Current Reports on Form 8-K filed with the Securities and Exchange Commission on April 23, 2012 and September 14, 2012, which descriptions are incorporated herein by reference. |
7. | HECO, MECO and HELCO are subject to restrictive covenants in connection with their Note Purchase Agreements being entered into concurrently on or about October 3, 2013 (together, the “October 2013 Note Agreements”) and to which this Schedule 10.5 relates and pursuant to which unsecured notes are being issued in a private placement. The October 2013 Note Agreements contain affirmative and negative covenants which are similar to those in the HECO, MECO and HELCO Note Purchase Agreements dated as of April 19, 2012 and HECO’s Note Purchase Agreement dated as of September 13, 2012 and which are discussed in item 6 of this Schedule 10.5. |
Administrative Service Agreement | Affiliate Providing Services | Affiliate Purchasing Services | Original Agreement Date |
Hawaiian Electric Industries, Inc. (HEI)1 and Hawaiian Electric Company, Inc. (HECO) | HEI | HECO | February 4, 19932 |
HEI and Hawaii Electric Light Company, Inc. (HELCO)3 | HEI | HELCO | February 11, 19934 |
HEI and Maui Electric Company, Ltd. (MECO)5 | HEI | MECO | February 3, 19936 |
HECO/HELCO/MECO and Renewable Hawaii, Inc. (RHI)7 | HECO/HELCO/MECO | RHI | January 1, 2003 |
HECO and Uluwehiokama Biofuels Corporation (UBC)8 | HECO | UBC | May 14, 2008 |
HECO and HEI | HECO | HEI | August 10, 1994 |
HECO and HEI Diversified, Inc., now known as American Savings Holdings, Inc. (ASHI)9 | HECO | ASHI | August 15, 1994 |
HECO and American Savings Bank, F.S.B. (ASB)10 | HECO | ASB | November 8, 199611 |
HECO and Hawaiian Tug & Barge Corp., now known as The Old Oahu Tug Service, Inc. (TOOTS)12 | HECO | TOOTS | August 5, 1994 |
HAWAIIAN ELECTRIC COMPANY, INC. | |
Seal | By Its |
By Its |
HAWAIIAN ELECTRIC COMPANY, INC. | |
Seal | By Its |
By Its |
HAWAIIAN ELECTRIC COMPANY, INC. | |
Seal | By Its |
By Its |
TABLE OF CONTENTS | ||
SECTION | PAGE | |
SECTION 1. | AUTHORIZATION OF NOTES | 1 |
SECTION 2. | SALE AND PURCHASE OF NOTES; GUARANTY | 1 |
Section 2.1 | Sale and Purchase of Notes | 1 |
Section 2.2 | Guaranty | 2 |
SECTION 3. | CLOSING | 2 |
SECTION 4. | CONDITIONS TO CLOSING | 2 |
Section 4.1 | Representations and Warranties | 2 |
Section 4.2 | Performance; No Default | 2 |
Section 4.3 | Compliance Certificates | 3 |
Section 4.4 | Opinions of Counsel | 3 |
Section 4.5 | Purchase Permitted by Applicable Law, Etc | 3 |
Section 4.6 | Sale of Other Notes | 3 |
Section 4.7 | Payment of Special Counsel Fees | 3 |
Section 4.8 | Private Placement Number | 4 |
Section 4.9 | Changes in Corporate Structure | 4 |
Section 4.10 | Funding Instructions | 4 |
Section 4.11 | Proceedings and Documents | 4 |
SECTION 5. | REPRESENTATIONS AND WARRANTIES OF THE CONSTITUENT COMPANIES | 4 |
Section 5.1 | Organization; Power and Authority | 4 |
Section 5.2 | Authorization, Etc | 4 |
Section 5.3 | Disclosure | 5 |
Section 5.4 | Organization and Ownership of Shares of Subsidiaries; Affiliates | 5 |
Section 5.5 | Financial Statements; Material Liabilities | 6 |
Section 5.6 | Compliance with Laws, Other Instruments, Etc | 6 |
Section 5.7 | Governmental Authorizations, Etc | 7 |
Section 5.8 | Litigation; Observance of Agreements, Statutes and Orders | 7 |
Section 5.9 | Taxes | 7 |
Section 5.10 | Title to Property; Leases | 8 |
Section 5.11 | Licenses, Permits, Etc | 8 |
TABLE OF CONTENTS (continued) | ||
SECTION | PAGE | |
Section 5.12 | Compliance with ERISA | 8 |
Section 5.13 | Private Offering | 9 |
Section 5.14 | Use of Proceeds; Margin Regulations | 10 |
Section 5.15 | Existing Indebtedness; Future Liens | 10 |
Section 5.16 | Foreign Assets Control Regulations, Etc | 11 |
Section 5.17 | Status under Certain Statutes | 12 |
Section 5.18 | Environmental Matters | 12 |
Section 5.19 | Pari Passu Ranking | 13 |
SECTION 6. | REPRESENTATIONS OF THE PURCHASERS | 13 |
Section 6.1 | Purchase for Investment | 13 |
Section 6.2 | Accredited Investor Status | 14 |
Section 6.3 | Source of Funds | 14 |
SECTION 7. | INFORMATION AS TO THE CONSTITUENT COMPANIES | 15 |
Section 7.1 | Financial and Business Information | 15 |
Section 7.2 | Officer’s Certificate | 19 |
Section 7.3 | Visitation | 19 |
SECTION 8. | PAYMENT AND PREPAYMENT OF THE NOTES | 20 |
Section 8.1 | Maturity | 20 |
Section 8.2 | Optional Prepayments with Make-Whole Amount | 20 |
Section 8.3 | Allocation of Partial Prepayments | 21 |
Section 8.4 | Maturity; Surrender, Etc | 21 |
Section 8.5 | Purchase of Notes | 21 |
Section 8.6 | Make-Whole Amount | 21 |
Section 8.7 | Offer to Prepay Notes in the Event of a Change in Control | 23 |
Section 8.8 | Offer to Prepay Upon Sale of Assets | 24 |
SECTION 9. | AFFIRMATIVE COVENANTS | 25 |
Section 9.1 | Compliance with Laws | 25 |
Section 9.2 | Insurance | 25 |
Section 9.3 | Maintenance of Properties | 25 |
Section 9.4 | Payment of Taxes and Claims | 26 |
Section 9.5 | Corporate Existence, Etc. | 26 |
TABLE OF CONTENTS (continued) | ||
SECTION | PAGE | |
Section 9.6 | Books and Records | 26 |
Section 9.7 | Pari Passu Ranking | 27 |
SECTION 10. | NEGATIVE COVENANTS | 27 |
Section 10.1 | Capitalization Ratio | 27 |
Section 10.2 | Consolidated Subsidiary Funded Debt to Capitalization Ratio | 27 |
Section 10.3 | Limitation on Liens | 27 |
Section 10.4 | Sale of Assets; Consolidation; Merger | 30 |
Section 10.5 | Limitation on Restrictive Agreements | 32 |
Section 10.6 | Transactions with Affiliates | 33 |
Section 10.7 | Line of Business | 33 |
Section 10.8 | Terrorism Sanctions Regulations | 33 |
SECTION 11. | EVENTS OF DEFAULT | 33 |
SECTION 12. | REMEDIES ON DEFAULT, ETC | 36 |
Section 12.1 | Acceleration | 36 |
Section 12.2 | Other Remedies | 36 |
Section 12.3 | Rescission | 37 |
Section 12.4 | No Waivers or Election of Remedies, Expenses, Etc | 37 |
SECTION 13. | GUARANTY | 37 |
Section 13.1 | The Guaranty | 37 |
Section 13.2 | Waiver of Defenses | 38 |
Section 13.3 | Guaranty of Payment | 38 |
Section 13.4 | Guaranty Unconditional | 38 |
Section 13.5 | Reinstatement | 38 |
Section 13.6 | Payment on Demand | 38 |
Section 13.7 | Stay of Acceleration | 39 |
Section 13.8 | No Subrogation | 39 |
Section 13.9 | Marshalling | 39 |
Section 13.10 | Consideration | 39 |
SECTION 14. | REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES; COMPANY’S AGENT | 39 |
Section 14.1 | Registration of Notes | 39 |
TABLE OF CONTENTS (continued) | ||
SECTION | PAGE | |
Section 14.2 | Transfer and Exchange of Notes | 40 |
Section 14.3 | Replacement of Notes | 40 |
Section 14.4 | The Company’s Agent | 41 |
SECTION 15. | PAYMENTS ON NOTES | 41 |
Section 15.1 | Place of Payment | 41 |
Section 15.2 | Home Office Payment | 41 |
SECTION 16. | EXPENSES, ETC | 42 |
Section 16.1 | Transaction Expenses | 42 |
Section 16.2 | Survival | 42 |
SECTION 17. | SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT | 42 |
SECTION 18. | AMENDMENT AND WAIVER | 43 |
Section 18.1 | Requirements | 43 |
Section 18.2 | Solicitation of Holders of Notes | 43 |
Section 18.3 | Binding Effect, Etc | 44 |
Section 18.4 | Notes Held by a Constituent Company, Etc | 44 |
SECTION 19. | NOTICES | 44 |
SECTION 20. | REPRODUCTION OF DOCUMENTS | 46 |
SECTION 21. | CONFIDENTIAL INFORMATION | 46 |
SECTION 22. | SUBSTITUTION OF PURCHASER | 47 |
SECTION 23. | MISCELLANEOUS | 48 |
Section 23.1 | Successors and Assigns | 48 |
Section 23.2 | Payments Due on Non-Business Days | 48 |
Section 23.3 | Accounting Terms; Change in GAAP | 48 |
Section 23.4 | Severability | 49 |
Section 23.5 | Construction, Etc | 49 |
Section 23.6 | Counterparts | 49 |
Section 23.7 | Governing Law | 49 |
Section 23.8 | Jurisdiction and Process; Waiver of Jury Trial | 49 |
This Agreement is hereby accepted and agreed to as of the date thereof. | |
ING LIFE INSURANCE AND ANNUITY COMPANY ING USA ANNUITY AND LIFE INSURANCE COMPANY RELIASTAR LIFE INSURANCE COMPANY SECURITY LIFE OF DENVER INSURANCE COMPANY | |
By: ING Investment Management LLC, as Agent | |
By: /s/ Paul Aronson Name: Paul Aronson Title: Senior Vice President |
This Agreement is hereby accepted and agreed to as of the date thereof. | |
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY | |
By: Delaware Investment Advisers, a series of Delaware Management Business Trust, Attorney in Fact By /s/ Karl H. Spaeth, Jr. CFA Name: Karl H. Spaeth, Jr. CFA Title: Vice President | |
LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK By: Delaware Investment Advisers, a series of Delaware Management Business Trust, Attorney-in-Fact By: /s/ Karl H. Spaeth, Jr. CFA Name: Karl H. Spaeth, Jr. CFA Title: Vice President |
This Agreement is hereby accepted and agreed to as of the date thereof. | |
JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) | |
By /s/ Gavin R. Danaher Name: Gavin R. Danaher Title: Managing Director | |
JOHN HANCOCK LIFE INSURANCE COMPANY OF NEW YORK By: /s/ Gavin R. Danaher Name: Gavin R. Danaher Title: Managing Director | |
JOHN HANCOCK LIFE & HEALTH INSURANCE COMPANY By: /s/ Gavin R. Danaher Name: Gavin R. Danaher Title: Managing Director |
This Agreement is hereby accepted and agreed to as of the date thereof. | |
CONNECTICUT GENERAL LIFE INSURANCE COMPANY | |
By /s/ Leonard Mazlish Name: Leonard Mazlish Title: Managing Director |
Name and Address of Purchaser | Principal Amount of Series A Notes to be Purchased | Principal Amount of Series B Notes to be Purchased | |
ING USA ANNUITY AND LIFE INSURANCE COMPANY c/o ING Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347 | $2,800,000 | $0 | |
(1) | All payments on account of Notes held by such purchaser should be made by wire transfer of immediately available funds for credit to: Provided to Company under separate cover Each such wire transfer should set forth the name of the issuer, the full title (including the coupon rate, issuance date, and final maturity date) of the Notes on account of which such payment is made, and the due date and application (as among principal, premium and interest) of the payment being made. | ||
(2) | Address for all notices related to payments: ING Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347 Attn: Operations/Settlements Fax: (770) 690-5316 | ||
(3) | Address for all other communications and notices: ING Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347 Attn: Private Placements Fax: (770) 690-5342 |
(4) | Address for Delivery of Notes: The Bank of New York Mellon One Wall Street Window A - 3rd Floor New York, NY 10286 with a copy to: ING Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347 Attn: Joyce Resnick Email: Joyce.Resnick@INGinvestment.com Each cover letter accompanying the Notes should set forth the name of the issuer, a description of the Notes (including the interest rate, maturity date and private placement number), and the name of each purchaser and its account number at The Bank of New York Mellon |
(5) | Tax Identification Number: Provided to Company under separate cover Nominee Name: None |
Name and Address of Purchaser | Principal Amount of Series A Notes to be Purchased | Principal Amount of Series B Notes to be Purchased | |
RELIASTAR LIFE INSURANCE COMPANY c/o ING Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347 | $800,000 | $0 | |
(1) | All payments on account of Notes held by such purchaser should be made by wire transfer of immediately available funds for credit to: Provided to Company under separate cover Each such wire transfer should set forth the name of the issuer, the full title (including the coupon rate, issuance date, and final maturity date) of the Notes on account of which such payment is made, and the due date and application (as among principal, premium and interest) of the payment being made. | ||
(2) | Address for all notices related to payments: ING Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347 Attn: Operations/Settlements Fax: (770) 690-5316 | ||
(3) | Address for all other communications and notices: ING Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347 Attn: Private Placements Fax: (770) 690-5342 |
(4) | Address for Delivery of Notes: The Bank of New York Mellon One Wall Street Window A - 3rd Floor New York, NY 10286 with a copy to: ING Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347 Attn: Joyce Resnick Email: Joyce.Resnick@INGinvestment.com Each cover letter accompanying the Notes should set forth the name of the issuer, a description of the Notes (including the interest rate, maturity date and private placement number), and the name of each purchaser and its account number at The Bank of New York Mellon |
(5) | Tax Identification Number: Provided to Company under separate cover Nominee Name: None |
Name and Address of Purchaser | Principal Amount of Series A Notes to be Purchased | Principal Amount of Series B Notes to be Purchased | |
ING LIFE INSURANCE AND ANNUITY COMPANY c/o ING Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347 | $3,300,000 | $0 | |
(1) | All payments on account of Notes held by such purchaser should be made by wire transfer of immediately available funds for credit to: Provided to Company under separate cover Each such wire transfer should set forth the name of the issuer, the full title (including the coupon rate, issuance date, and final maturity date) of the Notes on account of which such payment is made, and the due date and application (as among principal, premium and interest) of the payment being made. | ||
(2) | Address for all notices related to payments: ING Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347 Attn: Operations/Settlements Fax: (770) 690-5316 | ||
(3) | Address for all other communications and notices: ING Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347 Attn: Private Placements |
Fax: (770) 690-5342 | |
(4) | Address for Delivery of Notes: The Bank of New York Mellon One Wall Street Window A - 3rd Floor New York, NY 10286 with a copy to: ING Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347 Attn: Joyce Resnick Email: Joyce.Resnick@INGinvestment.com Each cover letter accompanying the Notes should set forth the name of the issuer, a description of the Notes (including the interest rate, maturity date and private placement number), and the name of each purchaser and its account number at The Bank of New York Mellon |
(5) | Tax Identification Number: Provided to Company under separate cover Nominee Name: None |
Name and Address of Purchaser | Principal Amount of Series A Notes to be Purchased | Principal Amount of Series B Notes to be Purchased | |
SECURITY LIFE OF DENVER INSURANCE COMPANY c/o ING Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347 | $1,100,000 | $0 | |
(1) | All payments on account of Notes held by such purchaser should be made by wire transfer of immediately available funds for credit to: Provided to Company under separate cover Each such wire transfer should set forth the name of the issuer, the full title (including the coupon rate, issuance date, and final maturity date) of the Notes on account of which such payment is made, and the due date and application (as among principal, premium and interest) of the payment being made. | ||
(2) | Address for all notices related to payments: ING Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347 Attn: Operations/Settlements Fax: (770) 690-5316 | ||
(3) | Address for all other communications and notices: ING Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347 Attn: Private Placements |
Fax: (770) 690-5342 | |
(4) | Address for Delivery of Notes: The Bank of New York Mellon One Wall Street Window A - 3rd Floor New York, NY 10286 with a copy to: ING Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347 Attn: Joyce Resnick Email: Joyce.Resnick@INGinvestment.com Each cover letter accompanying the Notes should set forth the name of the issuer, a description of the Notes (including the interest rate, maturity date and private placement number), and the name of each purchaser and its account number at The Bank of New York Mellon |
(5) | Tax Identification Number: Provided to Company under separate cover Nominee Name: None |
Name and Address of Purchaser | Principal Amount of Series A Notes to be Purchased | Principal Amount of Series B Notes to be Purchased | |
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY c/o Delaware Investment Advisers 2005 Market Street, Mail Stop 41-104 Philadelphia, PA 19103 | $2,880,000 | $0 | |
(1) | All payments to be by wire transfer of immediately available funds, with sufficient information (including PPN #, interest rate, maturity date, interest amount, principal amount and premium amount, if applicable) to identify the source and application of such funds, to: Provided to Company under separate cover | ||
(2) | All notices of payments and written confirmations of such wire transfers: The Bank of New York Mellon P.O. Box 19266 Newark, New Jersey 07195 Attn: Private Placement P & I Dept Reference: Acct Name/PPN/Cusip# With a copy to: Lincoln Financial Group 1300 South Clinton Street, 2H-17 Fort Wayne, IN 46802 Attn: K.Estep – Investment Accounting Investment Accounting Fax: 260-455-2622 | ||
(3) | All other Communications: Delaware Investment Advisers 2005 Market Street, Mail Stop 41-104 Philadelphia, PA 19103 Attn: Fixed Income Private Placements Private Placement Fax: 215-255-1654 |
(4) | Address for Delivery of Notes: The Bank of New York Mellon Attn: Free Receive Department Contact Person: Anthony Saviano (Telephone 212-635-6764) One Wall Street, 3rd Floor New York, NY 10286 (in cover letter reference note amt, The Lincoln National Life Insurance Company Seg 11 and A/C #) With a copy faxed to: Karen Costa – The Bank of New York Mellon (Fax#315-414-5017) And a copy to Andrea Fox (andrea.fox@lfg.com) |
(5) | Name of Nominee in which Notes are to be issued: None Tax Identification Number: Provided to Company under separate cover |
Name and Address of Purchaser | Principal Amount of Series A Notes to be Purchased | Principal Amount of Series B Notes to be Purchased | |
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY c/o Delaware Investment Advisers 2005 Market Street, Mail Stop 41-104 Philadelphia, PA 19103 | $2,640,000 | $0 | |
(1) | All payments to be by wire transfer of immediately available funds, with sufficient information (including PPN #, interest rate, maturity date, interest amount, principal amount and premium amount, if applicable) to identify the source and application of such funds, to: Provided to Company under separate cover | ||
(2) | All notices of payments and written confirmations of such wire transfers: The Bank of New York Mellon P.O. Box 19266 Newark, New Jersey 07195 Attn: Private Placement P & I Dept Reference: Acct Name/PPN/Cusip# With a copy to: Lincoln Financial Group 1300 South Clinton Street, 2H-17 Fort Wayne, IN 46802 Attn: K.Estep – Investment Accounting Investment Accounting Fax: 260-455-2622 | ||
(3) | All other Communications: Delaware Investment Advisers 2005 Market Street, Mail Stop 41-104 Philadelphia, PA 19103 Attn: Fixed Income Private Placements Private Placement Fax: 215-255-1654 |
(4) | Address for Delivery of Notes: The Bank of New York Mellon Attn: Free Receive Department Contact Person: Anthony Saviano (Telephone 212-635-6764) One Wall Street, 3rd Floor New York, NY 10286 (in cover letter reference note amt, The Lincoln National Life Insurance Company Seg 16 and A/C #) With a copy faxed to: Karen Costa – The Bank of New York Mellon (Fax#315-414-5017) And a copy to Andrea Fox (andrea.fox@lfg.com) |
(5) | Name of Nominee in which Notes are to be issued: None Tax Identification Number: Provided to Company under separate cover |
Name and Address of Purchaser | Principal Amount of Series A Notes to be Purchased | Principal Amount of Series B Notes to be Purchased | |
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY c/o Delaware Investment Advisers 2005 Market Street, Mail Stop 41-104 Philadelphia, PA 19103 | $3,120,000 | $0 | |
(1) | All payments to be by wire transfer of immediately available funds, with sufficient information (including PPN #, interest rate, maturity date, interest amount, principal amount and premium amount, if applicable) to identify the source and application of such funds, to: Provided to Company under separate cover | ||
(2) | All notices of payments and written confirmations of such wire transfers: The Bank of New York Mellon P.O. Box 19266 Newark, New Jersey 07195 Attn: Private Placement P & I Dept Reference: Acct Name/PPN/Cusip# With a copy to: Lincoln Financial Group 1300 South Clinton Street, 2H-17 Fort Wayne, IN 46802 Attn: K.Estep – Investment Accounting Investment Accounting Fax: 260-455-2622 | ||
(3) | All other Communications: Delaware Investment Advisers 2005 Market Street, Mail Stop 41-104 Philadelphia, PA 19103 Attn: Fixed Income Private Placements Private Placement Fax: 215-255-1654 |
(4) | Address for Delivery of Notes: The Bank of New York Mellon Attn: Free Receive Department Contact Person: Anthony Saviano (Telephone 212-635-6764) One Wall Street, 3rd Floor New York, NY 10286 (in cover letter reference note amt, The Lincoln National Life Insurance Company Seg 65 and A/C #) With a copy faxed to: Karen Costa – The Bank of New York Mellon (Fax#315-414-5017) And a copy to Andrea Fox (andrea.fox@lfg.com) |
(5) | Name of Nominee in which Notes are to be issued: None Tax Identification Number: Provided to Company under separate cover |
Name and Address of Purchaser | Principal Amount of Series A Notes to be Purchased | Principal Amount of Series B Notes to be Purchased | |
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY c/o Delaware Investment Advisers 2005 Market Street, Mail Stop 41-104 Philadelphia, PA 19103 | $720,000 | $0 | |
(1) | All payments to be by wire transfer of immediately available funds, with sufficient information (including PPN #, interest rate, maturity date, interest amount, principal amount and premium amount, if applicable) to identify the source and application of such funds, to: Provided to Company under separate cover | ||
(2) | All notices of payments and written confirmations of such wire transfers: The Bank of New York Mellon P.O. Box 19266 Newark, New Jersey 07195 Attn: Private Placement P & I Dept Reference: Acct Name/PPN/Cusip# With a copy to: Lincoln Financial Group 1300 South Clinton Street, 2H-17 Fort Wayne, IN 46802 Attn: K.Estep – Investment Accounting Investment Accounting Fax: 260-455-2622 | ||
(3) | All other Communications: Delaware Investment Advisers 2005 Market Street, Mail Stop 41-104 Philadelphia, PA 19103 Attn: Fixed Income Private Placements Private Placement Fax: 215-255-1654 |
(4) | Address for Delivery of Notes: The Bank of New York Mellon Attn: Free Receive Department Contact Person: Anthony Saviano (Telephone 212-635-6764) One Wall Street, 3rd Floor New York, NY 10286 (in cover letter reference note amt, The Lincoln National Life Insurance Company Seg J201 and A/C #) With a copy faxed to: Karen Costa – The Bank of New York Mellon (Fax#315-414-5017) And a copy to Andrea Fox (andrea.fox@lfg.com) |
(5) | Name of Nominee in which Notes are to be issued: None Tax Identification Number: Provided to Company under separate cover |
Name and Address of Purchaser | Principal Amount of Series A Notes to be Purchased | Principal Amount of Series B Notes to be Purchased | |
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY c/o Delaware Investment Advisers 2005 Market Street, Mail Stop 41-104 Philadelphia, PA 19103 | $960,000 | $0 | |
(1) | All payments to be by wire transfer of immediately available funds, with sufficient information (including PPN #, interest rate, maturity date, interest amount, principal amount and premium amount, if applicable) to identify the source and application of such funds, to: Provided to Company under separate cover | ||
(2) | All notices of payments and written confirmations of such wire transfers: The Bank of New York Mellon P.O. Box 19266 Newark, New Jersey 07195 Attn: Private Placement P & I Dept Reference: Acct Name/PPN/Cusip# With a copy to: Lincoln Financial Group 1300 South Clinton Street, 2H-17 Fort Wayne, IN 46802 Attn: K.Estep – Investment Accounting Investment Accounting Fax: 260-455-2622 | ||
(3) | All other Communications: Delaware Investment Advisers 2005 Market Street, Mail Stop 41-104 Philadelphia, PA 19103 Attn: Fixed Income Private Placements Private Placement Fax: 215-255-1654 |
(4) | Address for Delivery of Notes: The Bank of New York Mellon Attn: Free Receive Department Contact Person: Anthony Saviano (Telephone 212-635-6764) One Wall Street, 3rd Floor New York, NY 10286 (in cover letter reference note amt, The Lincoln National Life Insurance Company Seg 46 and A/C #) With a copy faxed to: Karen Costa – The Bank of New York Mellon (Fax#315-414-5017) And a copy to Andrea Fox (andrea.fox@lfg.com) |
(5) | Name of Nominee in which Notes are to be issued: None Tax Identification Number: Provided to Company under separate cover |
Name and Address of Purchaser | Principal Amount of Series A Notes to be Purchased | Principal Amount of Series B Notes to be Purchased | |
LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK c/o Delaware Investment Advisers 2005 Market Street, Mail Stop 41-104 Philadelphia, PA 19103 | $720,000 | $0 | |
(1) | All payments to be by wire transfer of immediately available funds, with sufficient information (including PPN #, interest rate, maturity date, interest amount, principal amount and premium amount, if applicable) to identify the source and application of such funds, to: Provided to Company under separate cover | ||
(2) | All notices of payments and written confirmations of such wire transfers: The Northern Trust Company 801 South Canal Street Income Collections C-4S Attention: Viola Nash / Oscell Owens Chicago, IL 60607 Fax: 312-630-8179 (REFERENCE: ACCT NAME AND PPN/CUSIP#) With a copy to: Lincoln Financial Group 1300 South Clinton Street, 2H-17 Fort Wayne, IN 46802 Attn: K.Estep – Investment Accounting Investment Accounting Fax: 260-455-2622 | ||
(3) | All other Communications: Delaware Investment Advisers 2005 Market Street, Mail Stop 41-104 |
Philadelphia, PA 19103 Attn: Fixed Income Private Placements Private Placement Fax: 215-255-1654 | |
(4) | Address for Delivery of Notes: The Northern Trust Company Attn: Wanda Leshone Ross (T: 312-557-9507) Trade Securities Processing, C1N 801 South Canal Street Chicago, IL 60607 (in cover letter reference Lincoln Life & Annuity Company of New York - Seg 10, A/C#) And a copy to Andrea Fox (andrea.fox@lfg.com) |
(5) | Name of Nominee in which Notes are to be issued: None Tax Identification Number: Provided to Company under separate cover |
Name and Address of Purchaser | Principal Amount of Series A Notes to be Purchased | Principal Amount of Series B Notes to be Purchased | |
LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK c/o Delaware Investment Advisers 2005 Market Street, Mail Stop 41-104 Philadelphia, PA 19103 | $960,000 | $0 | |
(1) | All payments to be by wire transfer of immediately available funds, with sufficient information (including PPN #, interest rate, maturity date, interest amount, principal amount and premium amount, if applicable) to identify the source and application of such funds, to: Provided to Company under separate cover | ||
(2) | All notices of payments and written confirmations of such wire transfers: The Northern Trust Company 801 South Canal Street Income Collections C-4S Attention: Viola Nash / Oscell Owens Chicago, IL 60607 Fax: 312-630-8179 (REFERENCE: ACCT NAME AND PPN/CUSIP#) With a copy to: Lincoln Financial Group 1300 South Clinton Street, 2H-17 Fort Wayne, IN 46802 Attn: K.Estep – Investment Accounting Investment Accounting Fax: 260-455-2622 | ||
(3) | All other Communications: Delaware Investment Advisers 2005 Market Street, Mail Stop 41-104 |
Philadelphia, PA 19103 Attn: Fixed Income Private Placements Private Placement Fax: 215-255-1654 | |
(4) | Address for Delivery of Notes: The Northern Trust Company Attn: Wanda Leshone Ross (T: 312-557-9507) Trade Securities Processing, C1N 801 South Canal Street Chicago, IL 60607 (in cover letter reference Lincoln Life & Annuity Company of New York - Seg 11, A/C#) And a copy to Andrea Fox (andrea.fox@lfg.com) |
(5) | Name of Nominee in which Notes are to be issued: None Tax Identification Number: Provided to Company under separate cover |
Name and Address of Purchaser | Principal Amount of Series A Notes to be Purchased | Principal Amount of Series B Notes to be Purchased | |
JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) c/o John Hancock Financial Services 197 Clarendon Street Boston, MA 02116 | $0 | $8,000,000 | |
(1) | All payments to be by wire transfer of immediately available funds, with sufficient information (including PPN #, interest rate, maturity date, interest amount, principal amount and premium amount, if applicable) to identify the source and application of such funds, to: Provided to Company under separate cover | ||
(2) | All notices with respect to payments, prepayments (scheduled and unscheduled, whether partial or in full) and maturity shall be sent to: John Hancock Financial Services 197 Clarendon Street Boston, MA 02116 Attention: Investment Administration Fax Number: (617) 572-5495 Email: InvestmentAdministration@jhancock.com | ||
(3) | All notices and communication with respect to compliance reporting, financial statements and related certifications shall be sent to: John Hancock Financial Services 197 Clarendon Street Boston, MA 02116 Attention: Bond and Corporate Finance, C-2 Fax Number: (617) 5720040 powerteam@jhancock.com |
(4) | All other Communications: John Hancock Financial Services 197 Clarendon Street Boston, MA 02116 Attention: Investment Law, C-3 Fax Number: (617) 572-9269 Email: N/A/ | and John Hancock Financial Services 197 Clarendon Street Boston, MA 02116 Attention: Bond and Corporate Finance, C-2 Fax Number: (617) 572-0040 Email: powerteam@jhancock.com |
(5) | Address for Delivery of Notes: John Hancock Financial Services 197 Clarendon St., Floor C-03-16 Boston, MA 02116 David Pemstein | |
(6) | Tax Identification Number: Provided to Company under separate cover Nominee Name: None |
Name and Address of Purchaser | Principal Amount of Series A Notes to be Purchased | Principal Amount of Series B Notes to be Purchased | |
JOHN HANCOCK LIFE INSURANCE COMPANY OF NEW YORK c/o John Hancock Financial Services 197 Clarendon Street Boston, MA 02116 | $0 | $1,000,000 | |
(1) | All payments to be by wire transfer of immediately available funds, with sufficient information (including PPN #, interest rate, maturity date, interest amount, principal amount and premium amount, if applicable) to identify the source and application of such funds, to: Provided to Company under separate cover | ||
(2) | All notices with respect to payments, prepayments (scheduled and unscheduled, whether partial or in full) and maturity shall be sent to: John Hancock Financial Services 197 Clarendon Street Boston, MA 02116 Attention: Investment Administration Fax Number: (617) 572-5495 Email: InvestmentAdministration@jhancock.com | ||
(3) | All notices and communication with respect to compliance reporting, financial statements and related certifications shall be sent to: John Hancock Financial Services 197 Clarendon Street Boston, MA 02116 Attention: Bond and Corporate Finance, C-2 Fax Number: (617) 572-0040 powerteam@jhancock.com |
(4) | All other Communications: John Hancock Financial Services 197 Clarendon Street Boston, MA 02116 Attention: Investment Law, C-3 Fax Number: (617) 572-9269 Email: N/A/ | and John Hancock Financial Services 197 Clarendon Street Boston, MA 02116 Attention: Bond and Corporate Finance, C-2 Fax Number: (617) 572-0040 Email: powerteam@jhancock.com |
(5) | Address for Delivery of Notes: John Hancock Financial Services 197 Clarendon St., Floor C-03-16 Boston, MA 02116 David Pemstein | |
(6) | Tax Identification Number: Provided to Company under separate cover Nominee Name: None |
Name and Address of Purchaser | Principal Amount of Series A Notes to be Purchased | Principal Amount of Series B Notes to be Purchased | |
JOHN HANCOCK LIFE & HEALTH INSURANCE COMPANY c/o John Hancock Financial Services 197 Clarendon Street Boston, MA 02116 | $0 | $1,000,000 | |
(1) | All payments to be by wire transfer of immediately available funds, with sufficient information (including PPN #, interest rate, maturity date, interest amount, principal amount and premium amount, if applicable) to identify the source and application of such funds, to: Provided to Company under separate cover | ||
(2) | All notices with respect to payments, prepayments (scheduled and unscheduled, whether partial or in full) and maturity shall be sent to: John Hancock Financial Services 197 Clarendon Street Boston, MA 02116 Attention: Investment Administration Fax Number: (617) 572-5495 Email: InvestmentAdministration@jhancock.com | ||
(3) | All notices and communication with respect to compliance reporting, financial statements and related certifications shall be sent to: John Hancock Financial Services 197 Clarendon Street Boston, MA 02116 Attention: Bond and Corporate Finance, C-2 Fax Number: (617) 572-0040 powerteam@jhancock.com |
(4) | All other Communications: John Hancock Financial Services 197 Clarendon Street Boston, MA 02116 Attention: Investment Law, C-3 Fax Number: (617) 572-9269 Email: N/A/ | and John Hancock Financial Services 197 Clarendon Street Boston, MA 02116 Attention: Bond and Corporate Finance, C-2 Fax Number: (617) 572-0040 Email: powerteam@jhancock.com |
(5) | Address for Delivery of Notes: John Hancock Financial Services 197 Clarendon St., Floor C-03-16 Boston, MA 02116 David Pemstein | |
(6) | Tax Identification Number: Provided to Company under separate cover Nominee Name: None |
Name and Address of Purchaser | Principal Amount of Series A Notes to be Purchased | Principal Amount of Series B Notes to be Purchased | |
CONNECTICUT GENERAL LIFE INSURANCE COMPANY c/o CIGNA Investments, Inc. Wilde Building, A5PRI 900 Cottage Grove Road Bloomfield, Connecticut 06002 | $0 | $10,000,000 | |
(1) | All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to: Provided to Company under separate cover | ||
(2) | All notices of payments and written confirmations of such wire transfers: CIG & Co. c/o Cigna Investments, Inc. Attention: Fixed Income Securities Wilde Building, A5PRI 900 Cottage Grove Rd. Bloomfield, Connecticut 06002 E-Mail: CIMFixedIncomeSecurities@Cigna.com | ||
(3) | All other communications: CIG & Co. c/o Cigna Investments, Inc. Attention: Fixed Income Securities Wilde Building, A5PRI 900 Cottage Grove Rd. Bloomfield, Connecticut 06002 E-Mail: CIMFixedIncomeSecurities@Cigna.com | ||
(4) | Delivery of Notes: J.P. Morgan Chase Bank, N.A. |
4 Chase Metrotech Center 3rd Floor (for overnight or US mail) Brooklyn, New York 11245-0001 Attn: Physical Receive Department | |
(5) | Tax Identification Number: Provided to Company under separate cover Nominee Name: CIG & CO. |
($thousands) | HECO | HELCO | MECO | RHI | UBC | Eliminations | CONSOLIDATED | ||||||||||
ST borrowings from non-affiliates | - | - | - | - | - | - | |||||||||||
ST borrow between HECO, HELCO, MECO, RHI, UBC | 18,050 | - | 9,400 | - | - | (27,450) | - | ||||||||||
ST borrowings from HEI | - | - | - | - | - | - | |||||||||||
Capital lease obligations, including current portion | - | - | - | - | - | - | |||||||||||
Purchase money indebtedness | - | - | - | - | - | - | |||||||||||
Borrowings under Syndicated Credit Agreement | - | - | - | - | - | - | |||||||||||
Revenue bonds, including current portion | 382,000 | 160,325 | 97,000 | - | - | 639,325 | |||||||||||
Less funds on deposit with trustees | - | - | - | - | - | - | |||||||||||
Less unamortized discount | (75) | - | - | (75) | |||||||||||||
Other long-term debt – taxable unsecured senior notes Other long-term debt – unsecured (QUIDS), including current portion | 367,000 31,546 | 31,000 10,000 | 59,000 10,000 | - - | - - | - | 457,000 51,546 | ||||||||||
Funded debt | 798,596 | 201,250 | 175,400 | - | - | (27,450) | 1,147,796 | (2) | |||||||||
(3 | ) | (3) | |||||||||||||||
Cumulative preferred stock - not subject to mandatory redemption | 22,293 | 7,000 | 5,000 | - | - | - | 34,293 | ||||||||||
Common stock | 97,788 | 24,133 | 16,025 | 781 | 585 | (41,524) | 97,788 | ||||||||||
Premium and/or expense on common & preferred stock | 468,045 | 102,857 | 81,745 | - | - | (184,602) | 468,045 | ||||||||||
Retained earnings | 907,273 | 141,998 | 131,091 | (701) | (561) | (271,827) | 907,273 | ||||||||||
Common stock equity (a) | 1,473,106 | 268,988 | 228,861 | 80 | 24 | (497,953) | 1,473,106 | ||||||||||
Capitalization (a) | 2,293,995 | 477,238 | 409,261 | 80 | 24 | (525,403) | 2,655,195 | (1) | |||||||||
Notes: | |||||||||||||||||
(1) | Consolidated Capitalization | ||||||||||||||||
(2) | Consolidated Funded Debt | ||||||||||||||||
(3) | Consolidated Subsidiary Funded Debt, individually | ||||||||||||||||
(a) | Excludes AOCI Income or Loss | ||||||||||||||||
• | HECO’s Annual report on Form 10-K for the fiscal year ended December 31, 2012 |
• | HECO’s Quarterly reports on Form 10-Q for quarters ended March 31, 2013 and June 30, 2013 |
• | HECO’s Current reports on Form 8-K filed January 29, 2013 (report dated January 28, 2013), February 15, 2013, March 20, 2013, May 8, 2013, May 14, 2013, June 4, 2013, June 14, 2013, July 5, 2013 and August 8, 2013 |
Subsidiary | Jurisdiction | Owner | Shares Owned (% of outstanding Common Stock) |
Maui Electric Company, Limited* | Hawaii | Hawaiian Electric Company, Inc. | 100% |
Hawaii Electric Light Company, Inc.* | Hawaii | Hawaiian Electric Company, Inc. | 100% |
Renewable Hawaii, Inc. | Hawaii | Hawaiian Electric Company, Inc. | 100% |
Uluwehiokama Biofuels Corp. | Hawaii | Hawaiian Electric Company, Inc. | 100% |
HECO Capital Trust III | Delaware | Hawaiian Electric Company, Inc. | 100%** |
Affiliate |
Hawaiian Electric Industries, Inc. |
American Savings Holdings, Inc. |
American Savings Bank, F.S.B. |
HEI Properties, Inc. |
Hawaiian Electric Industries Capital Trust II |
Hawaiian Electric Industries Capital Trust III |
The Old Oahu Tug Service, Inc. |
Name | Position |
Richard M. Rosenblum | Chairman of the Board |
Constance H. Lau | Director |
Sharon M. Suzuki | Director, President |
Tayne S. Y. Sekimura | Director, Financial Vice President |
Lorie Ann Nagata | Treasurer |
Molly M. Egged | Secretary |
Name | Position |
Constance H. Lau | Chairman of the Board |
Don E. Carroll | Director |
Thomas B. Fargo | Director |
Peggy Y. Fowler | Director |
Timothy E. Johns | Director |
Micah A. Kane | Director |
Bert A. Kobayashi, Jr. | Director |
Richard M. Rosenblum | Director, President & CEO |
Kelvin H. Taketa | Director |
Jimmy D. Alberts | Senior VP, Customer Service |
Dan V. Giovanni | Senior VP, Operations |
Stephen M. McMenamin | Senior VP & Chief Information Officer |
Tayne S. Y. Sekimura | Senior VP & Chief Financial Officer |
Patricia U. Wong | Senior VP, Corporate Services |
Lorie Ann Nagata | Treasurer |
Cathlynn L. Yoshida | Controller |
Molly M. Egged | Secretary |
• | Consolidated Financial Statements for the fiscal year ended December 31, 2012 |
• | Consolidated Financial Statements for the fiscal year ended December 31, 2011 |
• | Consolidated Financial Statements for the fiscal year ended December 31, 2010 |
• | Consolidated Financial Statements for the quarter ended June 30, 2013 |
• | Consolidated Financial Statements for the quarter ended March 31, 2013 |
• | Hawaii Public Utilities Commission Decision and Order dated November 1, 2011 and Order No. 30268 dated March 19, 2012 in Docket No. 2011-0068 for the Issuance of Unsecured Obligations and Guarantees |
• | Hawaii Public Utilities Commission Decision and Order No. 30056 dated December 22, 2011 and Order No. 30269 dated March 19, 2012 in Docket No. 2011-0127 to Refinance Outstanding Series of Revenue Bonds through the Issuance of Unsecured Obligations and/or Refunding Special Purpose Revenue Bonds and Related Notes and Guarantees, and Authorization to Enter into Related Agreements |
• | Hawaii Public Utilities Commission Decision and Order No. 31336 dated June 28, 2013 and Order No. 31369 dated July 24, 2013 in Docket No. 2013-0030 for Issuance of Unsecured Obligations, Guarantees and Authorization to Enter into Related Agreements |
• | Hawaii Public Utilities Commission Decision and Order No. 31337 dated June 28, 2013 and Order No. 31368 dated July 24, 2013 in Docket No. 2013-0018 to Refinance during 2013 three Outstanding Series of Revenue Bonds through the Issuance of Unsecured Obligations and Related Notes and Guarantees, and Authorization to Enter into Related Agreements |
(in thousands) | |||||
Short-term debt – unsecured | |||||
Commercial Paper (net of discount) | $ | 53,992 | |||
$175 Million Syndicated Credit Facility under Credit Agreement dated May 7, 2010, amended to expire on December 5, 2016. The Credit Agreement requires maintenance of a capitalization ratio by Company and restricts guarantees of subsidiary debt, and incurrence of debt by subsidiaries, if a specified ratio will be exceeded. | $ 0 | ||||
Long-term debt | |||||
Unsecured notes payable to Department of Budget and Finance of the State of Hawaii and assigned by the Department to the indenture trustee for the payment of amounts owing to the holders of special purpose revenue bonds and refunding special purpose revenue bonds (subsidiary obligations unconditionally guaranteed by HECO): | |||||
HECO, 6.50%, series 2009, due 2039 | $ | 90,000 | |||
HELCO, 6.50%, series 2009, due 2039 | 60,000 | ||||
HECO, 4.65%, series 2007A, due 2037 | 100,000 | ||||
HELCO, 4.65%, series 2007A, due 2037 | 20,000 | ||||
MECO, 4.65%, series 2007A, due 2037 | 20,000 | ||||
* | HECO, 5.65%, series 1997A, due 2027 | 50,000 | |||
* | HELCO, 5.65%, series 1997A, due 2027 | 30,000 | |||
* | MECO, 5.65%, series 1997A, due 2027 | 20,000 | |||
HECO, 4.60%, refunding series 2007B, due 2026 | 62,000 | ||||
HELCO, 4.60%, refunding series 2007B, due 2026 | 8,000 | ||||
MECO, 4.60%, refunding series 2007B, due 2026 | 55,000 | ||||
HECO, 4.80%, refunding series 2005A, due 2025 | 40,000 | ||||
HELCO, 4.80%, refunding series 2005A, due 2025 | 5,000 | ||||
MECO, 4.80%, refunding series 2005A, due 2025 | 2,000 | ||||
* | HECO, 5.00%, refunding series 2003B, due 2022 | 40,000 | |||
* | HELCO, 5.00%, refunding series 2003B, due 2022 | 12,000 | |||
* | HELCO, 4.75%, refunding series 2003A, due 2020 | 14,000 | |||
HELCO, 5.50%, refunding series 1999A, due 2014 | 11,400 | ||||
Total obligations to the State of Hawaii | 639,400 | ||||
Other long-term debt – unsecured: | ||||||
HECO, 5.39%, series 2012E, unsecured senior note, due 2042 6.50 %, series 2004, junior subordinated deferrable interest debentures, due 2034 HECO, 4.53%, series 2012F, unsecured senior note, due 2032 HECO, 4.72%, series 2012D, unsecured senior note, due 2029 HECO, 4.55%, series 2012C, unsecured senior note, due 2023 HELCO, 4.55%, series 2012B, unsecured senior note, due 2023 MECO, 4.55%, series 2012C, unsecured senior note, due 2023 HECO, 4.03%, series 2012B, unsecured senior note, due 2020 MECO, 4.03%, series 2012B, unsecured senior note, due 2020 HECO, 3.79%, series 2012A, unsecured senior note, due 2018 HELCO, 3.79%, series 2012A, unsecured senior note, due 2018 MECO, 3.79%, series 2012A, unsecured senior note, due 2018 | 150,000 51,546 40,000 35,000 50,000 20,000 30,000 62,000 20,000 30,000 11,000 9,000 | |||||
Total long-term debt | 1,147,946 | |||||
Customer Deposits | ||||||
Deposits are used to secure customers' accounts | ||||||
HECO | $ | 13,614 | ||||
HELCO | 3,853 | |||||
MECO | 4,409 | |||||
Total customer deposits | 21,876 |
Debtor | Secured Party | Jurisdiction | UCC File Number | UCC File Date | Collateral Description* |
Hawaiian Electric Company, Inc. | Hitachi Credit America Corp (as assignee of Hannon Armstrong Hawaii Funding Corp.) | Hawaii | 2001-180919 | 11/19/2001 | All money due and coming due under a 2001 task order with a U.S. Navy agency for an energy efficiency project—remaining balance $1.1 million |
Hawaiian Electric Company, Inc. | J.P. Morgan Leasing, Inc. (assignment) PHNSY – ECPs 1 & 3) | Hawaii | 2004-085035 | 04/29/2004 | Assignment or partial assignment from Hitachi of foregoing financing arrangement |
Hawaiian Electric Company, Inc. | Hitachi Credit America Corp. | Hawaii | 2006-185362 | 10/10/2006 | Continuation Statement of 2001-180919 continued for additional period provided by applicable law |
Hawaiian Electric Company, Inc. | J.P. Morgan Leasing Inc. | Hawaii | 2006-192912 | 10/23/2006 | Continuation Statement of 2001-180919 continued for additional period provided by applicable law |
Hawaiian Electric Company, Inc. | J.P. Morgan Leasing Inc. | Hawaii | 2011-138648 | 08/30/2011 | Continuation Statement of 2001-180919 continued for additional period provided by applicable law |
Hawaiian Electric Company, Inc. | Hitachi Credit America Corp. | Hawaii | 2011-194210 | 11/18/2011 | Continuation Statement of 2001-180919 continued for additional period provided by applicable law |
Hawaiian Electric Company, Inc. | Hannon Armstrong Federal Government Receivables Trust (as assignee of Hannon Armstrong DSM Funding LLC) – HALE KOA) | Hawaii | 2005-094089 | 05/11/2005 | All money due and to become due under a 2004 delivery order from a U.S. Navy ordering agency relating to an energy efficiency project—remaining balance, $253,000 |
Hawaiian Electric Company, Inc. | Hannon Armstrong Federal Government Receivables Trust | Hawaii | 2010-047285 | 04/08/2010 | Continuation Statement of 2005-094089 continued for additional period provided by applicable law |
1. | Hawaiian Electric Company, Inc. (“HECO”) Credit Agreement dated May, 7 2010, amended to expire on December 5, 2016, by and between HECO, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent restricts the ability of HECO and its “Significant Subsidiaries,” as defined therein, to sell, transfer or otherwise dispose of all or substantially all of its properties and assets to any of its Affiliates, as defined therein, on a non-arms length basis. |
2. | Hawaiian Electric Company, Inc., Maui Electric Company, Ltd. (“MECO”) and Hawaii Electric Light Company, Inc. (“HELCO”) are subject to restrictive covenants in connection with the offer and sale in March 2004 of Cumulative Quarterly Income Preferred Securities, as disclosed in the Registration Statements on Form S-3, Regis. Nos. 333-111073, 333-111073-01, 333-111073-02 and 333-111073-03 filed with the Securities and Exchange Commission, which descriptions are incorporated herein by reference. |
3. | HECO, MECO and HELCO are subject to restrictive covenants in connection with their cumulative preferred stock financings to the effect that, until dividends have been paid or declared or set apart for payment on all shares of the respective company’s cumulative preferred stock, (a) no distributions on the respective company’s common stock or any future class of stock except cumulative preferred stock shall be made and (b) the respective company shall not purchase or otherwise acquire any of the respective company’s common stock or any future class of stock except cumulative preferred stock. In the event of liquidation, dissolution, receivership, bankruptcy, disincorporation or winding up of the affairs of the respective company, cumulative preferred stockholders are entitled to the par value of their shares and accrued and unpaid dividends, before any distribution is made to holders of the respective company's common stock or any future class of stock except cumulative preferred stock. |
4. | HECO is subject to restrictive covenants in connection with its cumulative preferred stock financings to the effect that, as long as any shares of the respective series of cumulative preferred stock are outstanding, HECO shall not affect the merger or consolidation of HECO, or sell, lease or exchange all or substantially all of the property and assets of HECO, without first obtaining the consent in writing of the holders of at least 75% of each of the respective outstanding series of cumulative preferred stock, provided that said consent shall not be required to make a mortgage, pledge, assignment or transfer of all or any part of its assets as security for any obligation or liability of any kind or nature. |
5. | HECO, MECO and HELCO are subject to restrictive covenants in connection with their special purpose revenue bonds which contain provisions to the effect that HECO, MECO and HELCO shall not dissolve or otherwise dispose of all or substantially all its assets, |
6. | HECO, MECO and HELCO are subject to restrictive covenants in connection with their Note Purchase Agreements dated as of April 19, 2012 and HECO’s Note Purchase Agreement dated as of September 13, 2012 (together the “Note Agreements”), pursuant to which several series of unsecured notes were issued in private placements. The Note Agreements contain affirmative and negative restrictions, including a negative covenant that HECO will not permit the ratio of any Significant Subsidiaries’ Consolidated Subsidiary Funded Debt to its Capitalization exceed a specified level, and this restriction could operate indirectly to restrict the ability of Significant Subsidiaries to make Restricted Payments to HECO. HECO also entered into two similar Note Purchase Agreements of the same April 19 date under which it is a “Guarantor” of MECO (in one such Agreement) and a Guarantor of HELCO (in another such Agreement). Each of these agreements contains similar negative covenants relating to MECO and HELCO (as well as HECO) relating to their respective Consolidated Subsidiary Funded Debt to Capitalization ratios and those of their respective Significant Subsidiaries. The affirmative and negative restrictions are disclosed in the Current Reports on Form 8-K filed with the Securities and Exchange Commission on April 23, 2012 and September 14, 2012, which descriptions are incorporated herein by reference. |
7. | HECO, MECO and HELCO are subject to restrictive covenants in connection with their Note Purchase Agreements being entered into concurrently on or about October 3, 2013 (together, the “October 2013 Note Agreements”) and to which this Schedule 10.5 relates and pursuant to which unsecured notes are being issued in a private placement. The October 2013 Note Agreements contain affirmative and negative covenants which are similar to those in the HECO, MECO and HELCO Note Purchase Agreements dated as of April 19, 2012 and HECO’s Note Purchase Agreement dated as of September 13, 2012 and which are discussed in item 6 of this Schedule 10.5. |
Administrative Service Agreement | Affiliate Providing Services | Affiliate Purchasing Services | Original Agreement Date |
Hawaiian Electric Industries, Inc. (HEI)1 and Hawaiian Electric Company, Inc. (HECO) | HEI | HECO | February 4, 19932 |
HEI and Hawaii Electric Light Company, Inc. (HELCO)3 | HEI | HELCO | February 11, 19934 |
HEI and Maui Electric Company, Ltd. (MECO)5 | HEI | MECO | February 3, 19936 |
HECO/HELCO/MECO and Renewable Hawaii, Inc. (RHI)7 | HECO/HELCO/MECO | RHI | January 1, 2003 |
HECO and Uluwehiokama Biofuels Corporation (UBC)8 | HECO | UBC | May 14, 2008 |
HECO and HEI | HECO | HEI | August 10, 1994 |
HECO and HEI Diversified, Inc., now known as American Savings Holdings, Inc. (ASHI)9 | HECO | ASHI | August 15, 1994 |
HECO and American Savings Bank, F.S.B. (ASB)10 | HECO | ASB | November 8, 199611 |
HECO and Hawaiian Tug & Barge Corp., now known as The Old Oahu Tug Service, Inc. (TOOTS)12 | HECO | TOOTS | August 5, 1994 |
MAUI ELECTRIC COMPANY, LIMITED | |
Seal | By Its |
By Its |
MAUI ELECTRIC COMPANY, LIMITED | |
Seal | By Its |
By Its |
TABLE OF CONTENTS | |||
SECTION | PAGE | ||
SECTION 1. | AUTHORIZATION OF NOTES | 1 | |
SECTION 2. | SALE AND PURCHASE OF NOTES; GUARANTY | 1 | |
Section 2.1 | Sale and Purchase of Notes | 1 | |
Section 2.2 | Guaranty | 2 | |
SECTION 3. | CLOSING | 2 | |
SECTION 4. | CONDITIONS TO CLOSING | 2 | |
Section 4.1 | Representations and Warranties | 2 | |
Section 4.2 | Performance; No Default | 2 | |
Section 4.3 | Compliance Certificates | 3 | |
Section 4.4 | Opinions of Counsel | 3 | |
Section 4.5 | Purchase Permitted by Applicable Law, Etc | 3 | |
Section 4.6 | Sale of Other Notes | 3 | |
Section 4.7 | Payment of Special Counsel Fees | 4 | |
Section 4.8 | Private Placement Number | 4 | |
Section 4.9 | Changes in Corporate Structure | 4 | |
Section 4.10 | Funding Instructions | 4 | |
Section 4.11 | Proceedings and Documents | 4 | |
SECTION 5. | REPRESENTATIONS AND WARRANTIES OF THE CONSTITUENT COMPANIES | 4 | |
Section 5.1 | Organization; Power and Authority | 4 | |
Section 5.2 | Authorization, Etc | 5 | |
Section 5.3 | Disclosure | 5 | |
Section 5.4 | Organization and Ownership of Shares of Subsidiaries; Affiliates | 6 | |
Section 5.5 | Financial Statements; Material Liabilities | 6 | |
Section 5.6 | Compliance with Laws, Other Instruments, Etc | 7 | |
Section 5.7 | Governmental Authorizations, Etc | 7 | |
Section 5.8 | Litigation; Observance of Agreements, Statutes and Orders | 7 | |
Section 5.9 | Taxes | 7 | |
Section 5.10 | Title to Property; Leases | 8 | |
Section 5.11 | Licenses, Permits, Etc | 8 |
TABLE OF CONTENTS (continued) | |||
SECTION | PAGE | ||
Section 5.12 | Compliance with ERISA | 9 | |
Section 5.13 | Private Offering | 9 | |
Section 5.14 | Use of Proceeds; Margin Regulations | 10 | |
Section 5.15 | Existing Indebtedness; Future Liens | 10 | |
Section 5.16 | Foreign Assets Control Regulations, Etc | 11 | |
Section 5.17 | Status under Certain Statutes | 12 | |
Section 5.18 | Environmental Matters | 13 | |
Section 5.19 | Pari Passu Ranking | 13 | |
SECTION 6. | REPRESENTATIONS OF THE PURCHASERS | 13 | |
Section 6.1 | Purchase for Investment | 14 | |
Section 6.2 | Accredited Investor Status | 14 | |
Section 6.3 | Source of Funds | 14 | |
SECTION 7. | INFORMATION AS TO THE CONSTITUENT COMPANIES | 15 | |
Section 7.1 | Financial and Business Information | 15 | |
Section 7.2 | Officer’s Certificate | 19 | |
Section 7.3 | Visitation | 20 | |
SECTION 8. | PAYMENT AND PREPAYMENT OF THE NOTES | 20 | |
Section 8.1 | Maturity | 20 | |
Section 8.2 | Optional Prepayments with Make-Whole Amount | 20 | |
Section 8.3 | Allocation of Partial Prepayments | 21 | |
Section 8.4 | Maturity; Surrender, Etc | 21 | |
Section 8.5 | Purchase of Notes | 21 | |
Section 8.6 | Make-Whole Amount | 21 | |
Section 8.7 | Offer to Prepay Notes in the Event of a Change in Control | 23 | |
Section 8.8 | Offer to Prepay Upon Sale of Assets | 24 | |
SECTION 9. | AFFIRMATIVE COVENANTS | 25 | |
Section 9.1 | Compliance with Laws | 25 | |
Section 9.2 | Insurance | 25 | |
Section 9.3 | Maintenance of Properties | 26 | |
Section 9.4 | Payment of Taxes and Claims | 26 | |
Section 9.5 | Corporate Existence, Etc | 26 |
TABLE OF CONTENTS (continued) | |||
SECTION | PAGE | ||
Section 9.6 | Books and Records | 26 | |
Section 9.7 | Pari Passu Ranking | 27 | |
SECTION 10. | NEGATIVE COVENANTS | 27 | |
Section 10.1 | Capitalization Ratio | 27 | |
Section 10.2 | Consolidated Subsidiary Funded Debt to Capitalization Ratio | 27 | |
Section 10.3 | Limitation on Liens | 27 | |
Section 10.4 | Sale of Assets; Consolidation; Merger | 30 | |
Section 10.5 | Limitation on Restrictive Agreements | 32 | |
Section 10.6 | Transactions with Affiliates | 33 | |
Section 10.7 | Line of Business | 33 | |
Section 10.8 | Terrorism Sanctions Regulations | 33 | |
SECTION 11. | EVENTS OF DEFAULT | 33 | |
SECTION 12. | REMEDIES ON DEFAULT, ETC | 36 | |
Section 12.1 | Acceleration | 36 | |
Section 12.2 | Other Remedies | 37 | |
Section 12.3 | Rescission | 37 | |
Section 12.4 | No Waivers or Election of Remedies, Expenses, Etc | 37 | |
SECTION 13. | GUARANTY | 37 | |
Section 13.1 | The Guaranty | 37 | |
Section 13.2 | Waiver of Defenses | 38 | |
Section 13.3 | Guaranty of Payment | 38 | |
Section 13.4 | Guaranty Unconditional | 38 | |
Section 13.5 | Reinstatement | 38 | |
Section 13.6 | Payment on Demand | 38 | |
Section 13.7 | Stay of Acceleration | 39 | |
Section 13.8 | No Subrogation | 39 | |
Section 13.9 | Marshalling | 39 | |
Section 13.10 | Consideration | 39 | |
SECTION 14. | REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES; COMPANY’S AGENT | 39 | |
Section 14.1 | Registration of Notes | 39 |
TABLE OF CONTENTS (continued) | |||
SECTION | PAGE | ||
Section 14.2 | Transfer and Exchange of Notes | 40 | |
Section 14.3 | Replacement of Notes | 40 | |
Section 14.4 | The Company’s Agent | 41 | |
SECTION 15. | PAYMENTS ON NOTES | 41 | |
Section 15.1 | Place of Payment | 41 | |
Section 15.2 | Home Office Payment | 41 | |
SECTION 16. | EXPENSES, ETC | 42 | |
Section 16.1 | Transaction Expenses | 42 | |
Section 16.2 | Survival | 42 | |
SECTION 17. | SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT | 42 | |
SECTION 18. | AMENDMENT AND WAIVER | 43 | |
Section 18.1 | Requirements | 43 | |
Section 18.2 | Solicitation of Holders of Notes | 43 | |
Section 18.3 | Binding Effect, Etc | 44 | |
Section 18.4 | Notes Held by a Constituent Company, Etc | 44 | |
SECTION 19. | NOTICES | 44 | |
SECTION 20. | REPRODUCTION OF DOCUMENTS | 46 | |
SECTION 21. | CONFIDENTIAL INFORMATION | 46 | |
SECTION 22. | SUBSTITUTION OF PURCHASER | 47 | |
SECTION 23. | MISCELLANEOUS | 48 | |
Section 23.1 | Successors and Assigns | 48 | |
Section 23.2 | Payments Due on Non-Business Days | 48 | |
Section 23.3 | Accounting Terms; Change in GAAP | 48 | |
Section 23.4 | Severability | 49 | |
Section 23.5 | Construction, Etc | 49 | |
Section 23.6 | Counterparts | 49 | |
Section 23.7 | Governing Law | 49 | |
Section 23.8 | Jurisdiction and Process; Waiver of Jury Trial | 49 |
This Agreement is hereby accepted and agreed to as of the date thereof. | |
ING LIFE INSURANCE AND ANNUITY COMPANY ING USA ANNUITY AND LIFE INSURANCE COMPANY RELIASTAR LIFE INSURANCE COMPANY SECURITY LIFE OF DENVER INSURANCE COMPANY RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK | |
By: ING Investment Management LLC, as Agent | |
By: /s/ Paul Aronson Name: Paul Aronson Title: Senior Vice President |
This Agreement is hereby accepted and agreed to as of the date thereof. | |
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY | |
By: Delaware Investment Advisers, a series of Delaware Management Business Trust, Attorney in Fact By /s/ Karl H. Spaeth, Jr. CFA Name: Karl H. Spaeth, Jr. CFA Title: Vice President | |
LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK By: Delaware Investment Advisers, a series of Delaware Management Business Trust, Attorney-in-Fact By: /s/ Karl H. Spaeth, Jr. CFA Name: Karl H. Spaeth, Jr. CFA Title: Vice President |
This Agreement is hereby accepted and agreed to as of the date thereof. | |
PACIFIC LIFE INSURANCE COMPANY | |
By /s/ Matthew A. Levene Name: Matthew A. Levene Title: Assistant Vice President | |
By /s/ Cathy Schwartz Name: Cathy Schwartz Title: Assistant Secretary |
This Agreement is hereby accepted and agreed to as of the date thereof. | |
PRINCIPAL LIFE INSURANCE COMPANY | |
By: Principal Global Investors, LLC a Delaware limited liability company, its authorized signatory By /s/ Alan P. Kress Name: Alan P. Kress Title: Counsel | |
By /s/ Adrienne L. McFarland Name: Adrienne L. McFarland Title: Counsel |
This Agreement is hereby accepted and agreed to as of the date thereof. | |
CoBank, ACB | |
By /s/ John Kemper Name: John Kemper Title: Vice President |
This Agreement is hereby accepted and agreed to as of the date thereof. | |
PHL Variable Insurance Company | |
By /s/ Christopher M. Wilkos Name: Christopher M. Wilkos Title: Executive Vice President |
Name and Address of Purchaser | Principal Amount of Series A Notes to be Purchased | Principal Amount of Series B Notes to be Purchased | Principal Amount of Series C Notes to be Purchased | |
ING USA ANNUITY AND LIFE INSURANCE COMPANY c/o ING Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347 | $0 | $0 | $4,100,000 | |
(1) | All payments on account of Notes held by such purchaser should be made by wire transfer of immediately available funds for credit to: Provided to Company under separate cover Each such wire transfer should set forth the name of the issuer, the full title (including the coupon rate, issuance date, and final maturity date) of the Notes on account of which such payment is made, and the due date and application (as among principal, premium and interest) of the payment being made. | |||
(2) | Address for all notices related to payments: ING Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347 Attn: Operations/Settlements Fax: (770) 690-5316 | |||
(3) | Address for all other communications and notices: ING Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347 |
Attn: Private Placements Fax: (770) 690-5342 | ||||
(4) | Address for Delivery of Notes: The Bank of New York Mellon One Wall Street Window A - 3rd Floor New York, NY 10286 with a copy to: ING Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347 Attn: Joyce Resnick Email: Joyce.Resnick@INGinvestment.com Each cover letter accompanying the Notes should set forth the name of the issuer, a description of the Notes (including the interest rate, maturity date and private placement number), and the name of each purchaser and its account number at The Bank of New York Mellon | |||
(5) | Tax Identification Number: Provided to Company under separate cover Nominee Name: None |
Name and Address of Purchaser | Principal Amount of Series A Notes to be Purchased | Principal Amount of Series B Notes to be Purchased | Principal Amount of Series C Notes to be Purchased | |
RELIASTAR LIFE INSURANCE COMPANY c/o ING Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347 | $0 | $0 | $1,100,000 | |
(1) | All payments on account of Notes held by such purchaser should be made by wire transfer of immediately available funds for credit to: Provided to Company under separate cover Each such wire transfer should set forth the name of the issuer, the full title (including the coupon rate, issuance date, and final maturity date) of the Notes on account of which such payment is made, and the due date and application (as among principal, premium and interest) of the payment being made. | |||
(2) | Address for all notices related to payments: ING Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347 Attn: Operations/Settlements Fax: (770) 690-5316 | |||
(3) | Address for all other communications and notices: ING Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347 | |||
Attn: Private Placements Fax: (770) 690-5342 | ||||
(4) | Address for Delivery of Notes: The Bank of New York Mellon One Wall Street Window A - 3rd Floor New York, NY 10286 with a copy to: ING Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347 Attn: Joyce Resnick Email: Joyce.Resnick@INGinvestment.com Each cover letter accompanying the Notes should set forth the name of the issuer, a description of the Notes (including the interest rate, maturity date and private placement number), and the name of each purchaser and its account number at The Bank of New York Mellon | |||
(5) | Tax Identification Number: Provided to Company under separate cover Nominee Name: None |
Name and Address of Purchaser | Principal Amount of Series A Notes to be Purchased | Principal Amount of Series B Notes to be Purchased | Principal Amount of Series C Notes to be Purchased | |
ING LIFE INSURANCE AND ANNUITY COMPANY c/o ING Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347 | $0 | $0 | $4,800,000 | |
(1) | All payments on account of Notes held by such purchaser should be made by wire transfer of immediately available funds for credit to: Provided to Company under separate cover Each such wire transfer should set forth the name of the issuer, the full title (including the coupon rate, issuance date, and final maturity date) of the Notes on account of which such payment is made, and the due date and application (as among principal, premium and interest) of the payment being made. | |||
(2) | Address for all notices related to payments: ING Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347 Attn: Operations/Settlements Fax: (770) 690-5316 | |||
(3) | Address for all other communications and notices: ING Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 | |||
Atlanta, GA 30327-4347 Attn: Private Placements Fax: (770) 690-5342 | ||||
(4) | Address for Delivery of Notes: The Bank of New York Mellon One Wall Street Window A - 3rd Floor New York, NY 10286 with a copy to: ING Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347 Attn: Joyce Resnick Email: Joyce.Resnick@INGinvestment.com Each cover letter accompanying the Notes should set forth the name of the issuer, a description of the Notes (including the interest rate, maturity date and private placement number), and the name of each purchaser and its account number at The Bank of New York Mellon | |||
(5) | Tax Identification Number: Provided to Company under separate cover Nominee Name: None |
Name and Address of Purchaser | Principal Amount of Series A Notes to be Purchased | Principal Amount of Series B Notes to be Purchased | Principal Amount of Series C Notes to be Purchased | |
SECURITY LIFE OF DENVER INSURANCE COMPANY c/o ING Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347 | $0 | $0 | $1,700,000 | |
(1) | All payments on account of Notes held by such purchaser should be made by wire transfer of immediately available funds for credit to: Provided to Company under separate cover Each such wire transfer should set forth the name of the issuer, the full title (including the coupon rate, issuance date, and final maturity date) of the Notes on account of which such payment is made, and the due date and application (as among principal, premium and interest) of the payment being made. | |||
(2) | Address for all notices related to payments: ING Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347 Attn: Operations/Settlements Fax: (770) 690-5316 | |||
(3) | Address for all other communications and notices: ING Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 | |||
Atlanta, GA 30327-4347 Attn: Private Placements Fax: (770) 690-5342 | ||||
(4) | Address for Delivery of Notes: The Bank of New York Mellon One Wall Street Window A - 3rd Floor New York, NY 10286 with a copy to: ING Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347 Attn: Joyce Resnick Email: Joyce.Resnick@INGinvestment.com Each cover letter accompanying the Notes should set forth the name of the issuer, a description of the Notes (including the interest rate, maturity date and private placement number), and the name of each purchaser and its account number at The Bank of New York Mellon | |||
(5) | Tax Identification Number: Provided to Company under separate cover Nominee Name: None |
Name and Address of Purchaser | Principal Amount of Series A Notes to be Purchased | Principal Amount of Series B Notes to be Purchased | Principal Amount of Series C Notes to be Purchased | |
RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK c/o ING Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347 | $0 | $0 | $300,000 | |
(1) | All payments on account of Notes held by such purchaser should be made by wire transfer of immediately available funds for credit to: Provided to Company under separate cover Each such wire transfer should set forth the name of the issuer, the full title (including the coupon rate, issuance date, and final maturity date) of the Notes on account of which such payment is made, and the due date and application (as among principal, premium and interest) of the payment being made. | |||
(2) | Address for all notices related to payments: ING Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347 Attn: Operations/Settlements Fax: (770) 690-5316 | |||
(3) | Address for all other communications and notices: ING Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 | |||
Atlanta, GA 30327-4347 Attn: Private Placements Fax: (770) 690-5342 | ||||
(4) | Address for Delivery of Notes: The Bank of New York Mellon One Wall Street Window A - 3rd Floor New York, NY 10286 with a copy to: ING Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347 Attn: Joyce Resnick Email: Joyce.Resnick@INGinvestment.com Each cover letter accompanying the Notes should set forth the name of the issuer, a description of the Notes (including the interest rate, maturity date and private placement number), and the name of each purchaser and its account number at The Bank of New York Mellon | |||
(5) | Tax Identification Number: Provided to Company under separate cover Nominee Name: None |
Name and Address of Purchaser | Principal Amount of Series A Notes to be Purchased | Principal Amount of Series B Notes to be Purchased | Principal Amount of Series C Notes to be Purchased | |
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY c/o Delaware Investment Advisers 2005 Market Street, Mail Stop 41-104 Philadelphia, PA 19103 | $0 | $0 | $2,880,000 | |
(1) | All payments to be by wire transfer of immediately available funds, with sufficient information (including PPN #, interest rate, maturity date, interest amount, principal amount and premium amount, if applicable) to identify the source and application of such funds, to: Provided to Company under separate cover | |||
(2) | All notices of payments and written confirmations of such wire transfers: The Bank of New York Mellon P.O. Box 19266 Newark, New Jersey 07195 Attn: Private Placement P & I Dept Reference: Acct Name/PPN/Cusip# With a copy to: Lincoln Financial Group 1300 South Clinton Street, 2H-17 Fort Wayne, IN 46802 Attn: K.Estep – Investment Accounting Investment Accounting Fax: 260-455-2622 | |||
(3) | All other Communications: Delaware Investment Advisers 2005 Market Street, Mail Stop 41-104 Philadelphia, PA 19103 Attn: Fixed Income Private Placements |
Private Placement Fax: 215-255-1654 | ||||
(4) | Address for Delivery of Notes: The Bank of New York Mellon Attn: Free Receive Department Contact Person: Anthony Saviano (Telephone 212-635-6764) One Wall Street, 3rd Floor New York, NY 10286 (in cover letter reference note amt, The Lincoln National Life Insurance Company Seg 11 and A/C #) With a copy faxed to: Karen Costa – The Bank of New York Mellon (Fax#315-414-5017) And a copy to Andrea Fox (andrea.fox@lfg.com) | |||
(5) | Name of Nominee in which Notes are to be issued: None Tax Identification Number: Provided to Company under separate cover |
Name and Address of Purchaser | Principal Amount of Series A Notes to be Purchased | Principal Amount of Series B Notes to be Purchased | Principal Amount of Series C Notes to be Purchased | |
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY c/o Delaware Investment Advisers 2005 Market Street, Mail Stop 41-104 Philadelphia, PA 19103 | $0 | $0 | $2,640,000 | |
(1) | All payments to be by wire transfer of immediately available funds, with sufficient information (including PPN #, interest rate, maturity date, interest amount, principal amount and premium amount, if applicable) to identify the source and application of such funds, to: Provided to Company under separate cover | |||
(2) | All notices of payments and written confirmations of such wire transfers: The Bank of New York Mellon P.O. Box 19266 Newark, New Jersey 07195 Attn: Private Placement P & I Dept Reference: Acct Name/PPN/Cusip# With a copy to: Lincoln Financial Group 1300 South Clinton Street, 2H-17 Fort Wayne, IN 46802 Attn: K.Estep – Investment Accounting Investment Accounting Fax: 260-455-2622 | |||
(3) | All other Communications: Delaware Investment Advisers 2005 Market Street, Mail Stop 41-104 Philadelphia, PA 19103 Attn: Fixed Income Private Placements |
Private Placement Fax: 215-255-1654 | ||||
(4) | Address for Delivery of Notes: The Bank of New York Mellon Attn: Free Receive Department Contact Person: Anthony Saviano (Telephone 212-635-6764) One Wall Street, 3rd Floor New York, NY 10286 (in cover letter reference note amt, The Lincoln National Life Insurance Company Seg 16 and A/C #) With a copy faxed to: Karen Costa – The Bank of New York Mellon (Fax#315-414-5017) And a copy to Andrea Fox (andrea.fox@lfg.com) | |||
(5) | Name of Nominee in which Notes are to be issued: None Tax Identification Number: Provided to Company under separate cover |
Name and Address of Purchaser | Principal Amount of Series A Notes to be Purchased | Principal Amount of Series B Notes to be Purchased | Principal Amount of Series C Notes to be Purchased | |
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY c/o Delaware Investment Advisers 2005 Market Street, Mail Stop 41-104 Philadelphia, PA 19103 | $0 | $0 | $3,120,000 | |
(1) | All payments to be by wire transfer of immediately available funds, with sufficient information (including PPN #, interest rate, maturity date, interest amount, principal amount and premium amount, if applicable) to identify the source and application of such funds, to: Provided to Company under separate cover | |||
(2) | All notices of payments and written confirmations of such wire transfers: The Bank of New York Mellon P.O. Box 19266 Newark, New Jersey 07195 Attn: Private Placement P & I Dept Reference: Acct Name/PPN/Cusip# With a copy to: Lincoln Financial Group 1300 South Clinton Street, 2H-17 Fort Wayne, IN 46802 Attn: K.Estep – Investment Accounting Investment Accounting Fax: 260-455-2622 | |||
(3) | All other Communications: Delaware Investment Advisers 2005 Market Street, Mail Stop 41-104 Philadelphia, PA 19103 Attn: Fixed Income Private Placements |
Private Placement Fax: 215-255-1654 | ||||
(4) | Address for Delivery of Notes: The Bank of New York Mellon Attn: Free Receive Department Contact Person: Anthony Saviano (Telephone 212-635-6764) One Wall Street, 3rd Floor New York, NY 10286 (in cover letter reference note amt, The Lincoln National Life Insurance Company Seg 65 and A/C #) With a copy faxed to: Karen Costa – The Bank of New York Mellon (Fax#315-414-5017) And a copy to Andrea Fox (andrea.fox@lfg.com) | |||
(5) | Name of Nominee in which Notes are to be issued: None Tax Identification Number: Provided to Company under separate cover |
Name and Address of Purchaser | Principal Amount of Series A Notes to be Purchased | Principal Amount of Series B Notes to be Purchased | Principal Amount of Series C Notes to be Purchased | |
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY c/o Delaware Investment Advisers 2005 Market Street, Mail Stop 41-104 Philadelphia, PA 19103 | $0 | $0 | $720,000 | |
(1) | All payments to be by wire transfer of immediately available funds, with sufficient information (including PPN #, interest rate, maturity date, interest amount, principal amount and premium amount, if applicable) to identify the source and application of such funds, to: Provided to Company under separate cover | |||
(2) | All notices of payments and written confirmations of such wire transfers: The Bank of New York Mellon P.O. Box 19266 Newark, New Jersey 07195 Attn: Private Placement P & I Dept Reference: Acct Name/PPN/Cusip# With a copy to: Lincoln Financial Group 1300 South Clinton Street, 2H-17 Fort Wayne, IN 46802 Attn: K.Estep – Investment Accounting Investment Accounting Fax: 260-455-2622 | |||
(3) | All other Communications: Delaware Investment Advisers 2005 Market Street, Mail Stop 41-104 Philadelphia, PA 19103 Attn: Fixed Income Private Placements |
Private Placement Fax: 215-255-1654 | ||||
(4) | Address for Delivery of Notes: The Bank of New York Mellon Attn: Free Receive Department Contact Person: Anthony Saviano (Telephone 212-635-6764) One Wall Street, 3rd Floor New York, NY 10286 (in cover letter reference note amt, The Lincoln National Life Insurance Company Seg J201 and A/C #) With a copy faxed to: Karen Costa – The Bank of New York Mellon (Fax#315-414-5017) And a copy to Andrea Fox (andrea.fox@lfg.com) | |||
(5) | Name of Nominee in which Notes are to be issued: None Tax Identification Number: Provided to Company under separate cover |
Name and Address of Purchaser | Principal Amount of Series A Notes to be Purchased | Principal Amount of Series B Notes to be Purchased | Principal Amount of Series C Notes to be Purchased | |
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY c/o Delaware Investment Advisers 2005 Market Street, Mail Stop 41-104 Philadelphia, PA 19103 | $0 | $0 | $960,000 | |
(1) | All payments to be by wire transfer of immediately available funds, with sufficient information (including PPN #, interest rate, maturity date, interest amount, principal amount and premium amount, if applicable) to identify the source and application of such funds, to: Provided to Company under separate cover | |||
(2) | All notices of payments and written confirmations of such wire transfers: The Bank of New York Mellon P.O. Box 19266 Newark, New Jersey 07195 Attn: Private Placement P & I Dept Reference: Acct Name/PPN/Cusip# With a copy to: Lincoln Financial Group 1300 South Clinton Street, 2H-17 Fort Wayne, IN 46802 Attn: K.Estep – Investment Accounting Investment Accounting Fax: 260-455-2622 | |||
(3) | All other Communications: Delaware Investment Advisers 2005 Market Street, Mail Stop 41-104 Philadelphia, PA 19103 Attn: Fixed Income Private Placements |
Private Placement Fax: 215-255-1654 | ||||
(4) | Address for Delivery of Notes: The Bank of New York Mellon Attn: Free Receive Department Contact Person: Anthony Saviano (Telephone 212-635-6764) One Wall Street, 3rd Floor New York, NY 10286 (in cover letter reference note amt, The Lincoln National Life Insurance Company Seg 46 and A/C #) With a copy faxed to: Karen Costa – The Bank of New York Mellon (Fax#315-414-5017) And a copy to Andrea Fox (andrea.fox@lfg.com) | |||
(5) | Name of Nominee in which Notes are to be issued: None Tax Identification Number: Provided to Company under separate cover |
Name and Address of Purchaser | Principal Amount of Series A Notes to be Purchased | Principal Amount of Series B Notes to be Purchased | Principal Amount of Series C Notes to be Purchased | |
LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK c/o Delaware Investment Advisers 2005 Market Street, Mail Stop 41-104 Philadelphia, PA 19103 | $0 | $0 | $720,000 | |
(1) | All payments to be by wire transfer of immediately available funds, with sufficient information (including PPN #, interest rate, maturity date, interest amount, principal amount and premium amount, if applicable) to identify the source and application of such funds, to: Provided to Company under separate cover | |||
(2) | All notices of payments and written confirmations of such wire transfers: The Northern Trust Company 801 South Canal Street Income Collections C-4S Attention: Viola Nash / Oscell Owens Chicago, IL 60607 Fax: 312-630-8179 (REFERENCE: ACCT NAME AND PPN/CUSIP#) With a copy to: Lincoln Financial Group 1300 South Clinton Street, 2H-17 Fort Wayne, IN 46802 Attn: K.Estep – Investment Accounting Investment Accounting Fax: 260-455-2622 | |||
(3) | All other Communications: |
Delaware Investment Advisers 2005 Market Street, Mail Stop 41-104 Philadelphia, PA 19103 Attn: Fixed Income Private Placements Private Placement Fax: 215-255-1654 | ||||
(4) | Address for Delivery of Notes: The Northern Trust Company Attn: Wanda Leshone Ross (T: 312-557-9507) Trade Securities Processing, C1N 801 South Canal Street Chicago, IL 60607 (in cover letter reference Lincoln Life & Annuity Company of New York - Seg 10, A/C# ) And a copy to Andrea Fox (andrea.fox@lfg.com) | |||
(5) | Name of Nominee in which Notes are to be issued: None Tax Identification Number: Provided to Company under separate cover |
Name and Address of Purchaser | Principal Amount of Series A Notes to be Purchased | Principal Amount of Series B Notes to be Purchased | Principal Amount of Series C Notes to be Purchased | |
LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK c/o Delaware Investment Advisers 2005 Market Street, Mail Stop 41-104 Philadelphia, PA 19103 | $0 | $0 | $960,000 | |
(1) | All payments to be by wire transfer of immediately available funds, with sufficient information (including PPN #, interest rate, maturity date, interest amount, principal amount and premium amount, if applicable) to identify the source and application of such funds, to: Provided to Company under separate cover | |||
(2) | All notices of payments and written confirmations of such wire transfers: The Northern Trust Company 801 South Canal Street Income Collections C-4S Attention: Viola Nash / Oscell Owens Chicago, IL 60607 Fax: 312-630-8179 (REFERENCE: ACCT NAME AND PPN/CUSIP#) With a copy to: Lincoln Financial Group 1300 South Clinton Street, 2H-17 Fort Wayne, IN 46802 Attn: K.Estep – Investment Accounting Investment Accounting Fax: 260-455-2622 | |||
All other Communications: |
Delaware Investment Advisers 2005 Market Street, Mail Stop 41-104 Philadelphia, PA 19103 Attn: Fixed Income Private Placements Private Placement Fax: 215-255-1654 | ||||
(4) | Address for Delivery of Notes: The Northern Trust Company Attn: Wanda Leshone Ross (T: 312-557-9507) Trade Securities Processing, C1N 801 South Canal Street Chicago, IL 60607 (in cover letter reference Lincoln Life & Annuity Company of New York - Seg 11, A/C#) And a copy to Andrea Fox (andrea.fox@lfg.com) | |||
(5) | Name of Nominee in which Notes are to be issued: None Tax Identification Number: Provided to Company under separate cover |
Name and Address of Purchaser | Principal Amount of Series A Notes to be Purchased | Principal Amount of Series B Notes to be Purchased | Principal Amount of Series C Notes to be Purchased | |
PACIFIC LIFE INSURANCE COMPANY 700 Newport Center Drive Newport Beach, CA 92660-6397 | $0 | $0 | $5,000,000 $1,000,000 | |
(1) | All payments to be by wire transfer of immediately available funds, with sufficient information (including PPN #, interest rate, maturity date, interest amount, principal amount and premium amount, if applicable) to identify the source and application of such funds, to: Provided to Company under separate cover | |||
(2) | All notices of payments and written confirmations of such wire transfers: Mellon Trust Attn: Pacific Life Accounting Team One Mellon Bank Center, Room 0930 Pittsburgh, PA 15259 AND Pacific Life Insurance Company Attn: IM – Cash Team 700 Newport Center Drive Newport Beach, CA 92660-6397 FAX: 949-718-5845 | |||
(3) | All other Communications: Pacific Life Insurance Company Attn: IM – Credit Analysis 700 Newport Center Drive Newport Beach, CA 92660-6397 FAX: 949-219-5406 | |||
(4) | Address for Delivery of Notes: |
Mellon Securities Trust Company One Wall Street 3rd Floor Receive Window C New York, NY 10286 Contact Name & Phone: Robert Ferraro 212-635-1299 A/C Name: General Account A/C# | ||||
(5) | Name of Nominee in which Notes are to be issued: Mac & Co., as nominee for Pacific Life Insurance Company Tax Identification Number: Provided to Company under separate cover |
Name and Address of Purchaser | Principal Amount of Series A Notes to be Purchased | Principal Amount of Series B Notes to be Purchased | Principal Amount of Series C Notes to be Purchased | |
PRINCIPAL LIFE INSURANCE COMPANY 711 High Street, G-26 Des Moines, IA 50392-0800 | $3,000,000 $1,000,000 | $7,000,000 | $0 | |
(1) | All payments on account of the Notes to be made by 12:00 noon (New York City time) by wire transfer of immediately available funds to: Provided to Company under separate cover With sufficient information (including Cusip number, interest rate, maturity date, interest amount, principal amount and premium amount, if applicable) to identify the source and application of such funds. | |||
(2) | All Notices to: Principal Global Investors, LLC ATTN: Fixed Income Private Placements 711 High Street, G-26 Des Moines, IA 50392-0800 and via Email: Privateplacements2@exchange.principal.com With a copy of any notices related to scheduled payments, prepayments, rate reset notices to: Principal Global Investors, LLC Attn: Investment Accounting Fixed Income Securities 711 High Street Des Moines, Iowa 50392-0960 |
(3) | Address for Delivery of Notes: Citibank NA 399 Park Avenue Level B Vault New York, NY 10022 Attn: Keith Whyte 212-559-1207 (cusip number [41975* AK1][41975* AL9]) ** PLEASE MAKE SURE CUSIP NUMBER AND FFC: IS ON THE COVER PACKAGE OR CITIBANK WILL RETURN THE PACKAGE With a pdf copy to: Sally D. Sorensen [sorensen.sally.d@principal.com] | |||
(4) | Name of Nominee in which Notes are to be issued: None Tax Identification Number: Provided to Company under separate cover |
Name and Address of Purchaser | Principal Amount of Series A Notes to be Purchased | Principal Amount of Series B Notes to be Purchased | Principal Amount of Series C Notes to be Purchased | |
PRINCIPAL LIFE INSURANCE COMPANY 711 High Street, G-26 Des Moines, IA 50392-0800 | $0 | $3,000,000 | $0 | |
(1) | All payments on account of the Notes to be made by 12:00 noon (New York City time) by wire transfer of immediately available funds to: Provided to Company under separate cover With sufficient information (including Cusip number, interest rate, maturity date, interest amount, principal amount and premium amount, if applicable) to identify the source and application of such funds. | |||
(2) | All Notices to: Principal Global Investors, LLC ATTN: Fixed Income Private Placements 711 High Street, G-26 Des Moines, IA 50392-0800 and via Email: Privateplacements2@exchange.principal.com With a copy of any notices related to scheduled payments, prepayments, rate reset notices to: Principal Global Investors, LLC Attn: Investment Accounting Fixed Income Securities 711 High Street Des Moines, Iowa 50392-0960 |
(3) | Address for Delivery of Notes: Citibank NA 399 Park Avenue Level B Vault New York, NY 10022 Attn: Keith Whyte 212-559-1207 (cusip number [41975* AK1][41975* AL9]) ** PLEASE MAKE SURE CUSIP NUMBER AND FFC: IS ON THE COVER PACKAGE OR CITIBANK WILL RETURN THE PACKAGE With a pdf copy to: Sally D. Sorensen [sorensen.sally.d@principal.com] | |||
(4) | Name of Nominee in which Notes are to be issued: None Tax Identification Number: Provided to Company under separate cover |
Name and Address of Purchaser | Principal Amount of Series A Notes to be Purchased | Principal Amount of Series B Notes to be Purchased | Principal Amount of Series C Notes to be Purchased | |
COBANK ACB 5500 South Quebec Greenwood Village, CO 80111 | $10,000,000 | $0 | $0 | |
(1) | All payments to be by wire transfer of immediately available funds, with sufficient information (including PPN #, interest rate, maturity date, interest amount, principal amount and premium amount, if applicable) to identify the source and application of such funds, to: Provided to Company under separate cover | |||
(2) | All notices of payments and written confirmations of such wire transfers: Primary Operations and LC Contact Name: Shelby Abeyta Title: Synd/Partcp Svcg Specialist Street Address: 5500 South Quebec St. City, State and Zip: Greenwood Village, Co 80111 Telephone: 303-694-5937 Fax: 303-740-4021 Article I. E-mail: agencybank@cobank.com Article II. Secondary Operations and LC Contact Name: Randall Rosendale Title: Supervisor Street Address: 5500 South Quebec St. City, State and Zip: Greenwood Village, CO 80111 Telephone: 303-740-4062 Fax: 303-740-4021 E-mail: agencybank@cobank.com | |||
(3) | Address for Compliance Matters and Financial Statements Name: Julie Calhoun Title: Sr Credit Analyst |
Street Address: 5500 South Quebec St. City, State and Zip: Greenwood Village, Co 80111 Telephone: 303-793-2178 E-mail: JCalhoun@cobank.com | ||||
(4) | Address for all other communications: Primary Contact: Name: John Kemper Title: Relationship Manager Street Address: 5500 South Quebec St. City, State and Zip: Greenwood Village, Co 80111 Telephone: 303-740-6576 Fax: 303-224-2615 E-mail: JKemper@cobank.com Secondary Contact: Name: Julie Calhoun Title: Sr Credit Analyst Street Address: 5500 South Quebec St. City, State and Zip: Greenwood Village, Co 80111 Telephone: 303-793-2178 E-mail: JCalhoun@cobank.com | |||
(5) | Address for Delivery of Notes: CoBank, ACB 5500 South Quebec Greenwood Village, CO 80111 ATTN: Sera Jang | |||
(6) | Name of Nominee in which Notes are to be issued: None Tax Identification Number: Provided to Company under separate cover |
Name and Address of Purchaser | Principal Amount of Series A Notes to be Purchased | Principal Amount of Series B Notes to be Purchased | Principal Amount of Series C Notes to be Purchased | |
PHL VARIABLE INSURANCE COMPANY One American Row Hartford, CT 06102 | $2,000,000 | $0 | $0 | |
(1) | All payments to be by wire transfer of immediately available funds, with sufficient information (including PPN #, interest rate, maturity date, interest amount, principal amount and premium amount, if applicable) to identify the source and application of such funds, to: Provided to Company under separate cover | |||
(2) | All notices and communications, including notices with respect to payments should be addressed to: Phoenix Life Insurance Company One American Row Private Placement Department H-2W Hartford, CT 06102 Email Notices: nelson.correa@phoenixwm.com AND pam.moody@phoenixwm.com With a copy to: brad.buck@phoenixwm.com | |||
(3) | All legal notices should be addressed to: Phoenix Life Insurance Company One American Row Hartford, CT 06102 Attention: Brad Buck | |||
(4) | Address for Delivery of Notes: Phoenix Life Insurance Company One American Row Hartford, CT 06102 Attention: Brad Buck | |||
(5) | Name of Nominee in which Notes are to be issued: None Tax Identification Number: Provided to Company under separate cover |
($thousands) | HECO | HELCO | MECO | RHI | UBC | Eliminations | CONSOLIDATED | ||||||||||
ST borrowings from non-affiliates | - | - | - | - | - | - | |||||||||||
ST borrow between HECO, HELCO, MECO, RHI, UBC | 18,050 | - | 9,400 | - | - | (27,450) | - | ||||||||||
ST borrowings from HEI | - | - | - | - | - | - | |||||||||||
Capital lease obligations, including current portion | - | - | - | - | - | - | |||||||||||
Purchase money indebtedness | - | - | - | - | - | - | |||||||||||
Borrowings under Syndicated Credit Agreement | - | - | - | - | - | - | |||||||||||
Revenue bonds, including current portion | 382,000 | 160,325 | 97,000 | - | - | 639,325 | |||||||||||
Less funds on deposit with trustees | - | - | - | - | - | - | |||||||||||
Less unamortized discount | (75) | - | - | (75) | |||||||||||||
Other long-term debt – taxable unsecured senior notes Other long-term debt – unsecured (QUIDS), including current portion | 367,000 31,546 | 31,000 10,000 | 59,000 10,000 | - - | - - | - | 457,000 51,546 | ||||||||||
Funded debt | 798,596 | 201,250 | 175,400 | - | - | (27,450) | 1,147,796 | (2) | |||||||||
(3 | ) | (3) | |||||||||||||||
Cumulative preferred stock - not subject to mandatory redemption | 22,293 | 7,000 | 5,000 | - | - | - | 34,293 | ||||||||||
Common stock | 97,788 | 24,133 | 16,025 | 781 | 585 | (41,524) | 97,788 | ||||||||||
Premium and/or expense on common & preferred stock | 468,045 | 102,857 | 81,745 | - | - | (184,602) | 468,045 | ||||||||||
Retained earnings | 907,273 | 141,998 | 131,091 | (701) | (561) | (271,827) | 907,273 | ||||||||||
Common stock equity (a) | 1,473,106 | 268,988 | 228,861 | 80 | 24 | (497,953) | 1,473,106 | ||||||||||
Capitalization (a) | 2,293,995 | 477,238 | 409,261 | 80 | 24 | (525,403) | 2,655,195 | (1) | |||||||||
Notes: | |||||||||||||||||
(1) | Consolidated Capitalization | ||||||||||||||||
(2) | Consolidated Funded Debt | ||||||||||||||||
(3) | Consolidated Subsidiary Funded Debt, individually | ||||||||||||||||
(a) | Excludes AOCI Income or Loss | ||||||||||||||||
• | HECO’s Annual report on Form 10-K for the fiscal year ended December 31, 2012 |
• | HECO’s Quarterly reports on Form 10-Q for quarters ended March 31, 2013 and June 30, 2013 |
• | HECO’s Current reports on Form 8-K filed January 29, 2013 (report dated January 28, 2013), February 15, 2013, March 20, 2013, May 8, 2013, May 14, 2013, June 4, 2013, June 14, 2013, July 5, 2013 and August 8, 2013 |
Subsidiary | Jurisdiction | Owner | Shares Owned (% of outstanding Common Stock) |
Maui Electric Company, Limited* | Hawaii | Hawaiian Electric Company, Inc. | 100% |
Hawaii Electric Light Company, Inc.* | Hawaii | Hawaiian Electric Company, Inc. | 100% |
Renewable Hawaii, Inc. | Hawaii | Hawaiian Electric Company, Inc. | 100% |
Uluwehiokama Biofuels Corp. | Hawaii | Hawaiian Electric Company, Inc. | 100% |
HECO Capital Trust III | Delaware | Hawaiian Electric Company, Inc. | 100%** |
Affiliate |
Hawaiian Electric Industries, Inc. |
American Savings Holdings, Inc. |
American Savings Bank, F.S.B. |
HEI Properties, Inc. |
Hawaiian Electric Industries Capital Trust II |
Hawaiian Electric Industries Capital Trust III |
The Old Oahu Tug Service, Inc. |
Name | Position |
Richard M. Rosenblum | Chairman of the Board |
Constance H. Lau | Director |
Jay M. Ignacio | Director, President |
Tayne S. Y. Sekimura | Director, Financial Vice President |
Lorie Ann Nagata | Treasurer |
Molly M. Egged | Secretary |
Name | Position |
Constance H. Lau | Chairman of the Board |
Don E. Carroll | Director |
Thomas B. Fargo | Director |
Peggy Y. Fowler | Director |
Timothy E. Johns | Director |
Micah A. Kane | Director |
Bert A. Kobayashi, Jr. | Director |
Richard M. Rosenblum | Director, President & CEO |
Kelvin H. Taketa | Director |
Jimmy D. Alberts | Senior VP, Customer Service |
Dan V. Giovanni Stephen M. McMenamin | Senior VP, Operations Senior VP & Chief Information Officer |
Tayne S. Y. Sekimura | Senior VP & Chief Financial Officer |
Patricia U. Wong | Senior VP, Corporate Services |
Lorie Ann Nagata | Treasurer |
Cathlynn L. Yoshida | Controller |
Molly M. Egged | Secretary |
• | Consolidated Financial Statements for the fiscal year ended December 31, 2012 |
• | Consolidated Financial Statements for the fiscal year ended December 31, 2011 |
• | Consolidated Financial Statements for the fiscal year ended December 31, 2010 |
• | Consolidated Financial Statements for the quarter ended June 30, 2013 |
• | Consolidated Financial Statements for the quarter ended March 31, 2013 |
• | Hawaii Public Utilities Commission Decision and Order dated November 1, 2011 and Order No. 30268 dated March 19, 2012 in Docket No. 2011-0068 for the Issuance of Unsecured Obligations and Guarantees |
• | Hawaii Public Utilities Commission Decision and Order No. 30056 dated December 22, 2011 and Order No. 30269 dated March 19, 2012 in Docket No. 2011-0127 to Refinance Outstanding Series of Revenue Bonds through the Issuance of Unsecured Obligations and/or Refunding Special Purpose Revenue Bonds and Related Notes and Guarantees, and Authorization to Enter into Related Agreements |
• | Hawaii Public Utilities Commission Decision and Order No. 31336 dated June 28, 2013 and Order No. 31369 dated July 24, 2013 in Docket No. 2013-0030 for Issuance of Unsecured Obligations, Guarantees and Authorization to Enter into Related Agreements |
• | Hawaii Public Utilities Commission Decision and Order No. 31337 dated June 28, 2013 and Order No. 31368 dated July 24, 2013 in Docket No. 2013-0018 to Refinance during 2013 three Outstanding Series of Revenue Bonds through the Issuance of Unsecured Obligations and Related Notes and Guarantees, and Authorization to Enter into Related Agreements |
(in thousands) | ||||||
Short-term debt - unsecured | ||||||
Commercial Paper (net of discount) | $ | 53,992 | ||||
$175 Million Syndicated Credit Facility under Credit Agreement dated May 7, 2010, amended to expire on December 5, 2016. The Credit Agreement requires maintenance of a capitalization ratio by Company and restricts guarantees of subsidiary debt, and incurrence of debt by subsidiaries, if a specified ratio will be exceeded. | $ 0 | |||||
Long-term debt | ||||||
Unsecured notes payable to Department of Budget and Finance of the State of Hawaii and assigned by the Department to the indenture trustee for the payment of amounts owing to the holders of special purpose revenue bonds and refunding special purpose revenue bonds (subsidiary obligations unconditionally guaranteed by HECO): | ||||||
HECO, 6.50%, series 2009, due 2039 | $ | 90,000 | ||||
HELCO, 6.50%, series 2009, due 2039 | 60,000 | |||||
HECO, 4.65%, series 2007A, due 2037 | 100,000 | |||||
HELCO, 4.65%, series 2007A, due 2037 | 20,000 | |||||
MECO, 4.65%, series 2007A, due 2037 | 20,000 | |||||
* | HECO, 5.65%, series 1997A, due 2027 | 50,000 | ||||
* | HELCO, 5.65%, series 1997A, due 2027 | 30,000 | ||||
* | MECO, 5.65%, series 1997A, due 2027 | 20,000 | ||||
HECO, 4.60%, refunding series 2007B, due 2026 | 62,000 | |||||
HELCO, 4.60%, refunding series 2007B, due 2026 | 8,000 | |||||
MECO, 4.60%, refunding series 2007B, due 2026 | 55,000 | |||||
HECO, 4.80%, refunding series 2005A, due 2025 | 40,000 | |||||
HELCO, 4.80%, refunding series 2005A, due 2025 | 5,000 | |||||
MECO, 4.80%, refunding series 2005A, due 2025 | 2,000 | |||||
* | HECO, 5.00%, refunding series 2003B, due 2022 | 40,000 | ||||
* | HELCO, 5.00%, refunding series 2003B, due 2022 | 12,000 | ||||
* | HELCO, 4.75%, refunding series 2003A, due 2020 | 14,000 | ||||
HELCO, 5.50%, refunding series 1999A, due 2014 | 11,400 | |||||
Total obligations to the State of Hawaii | 639,400 | |||||
Other long-term debt – unsecured: | ||||||
HECO, 5.39%, series 2012E, unsecured senior note, due 2042 6.50 %, series 2004, junior subordinated deferrable interest debentures, due 2034 HECO, 4.53%, series 2012F, unsecured senior note, due 2032 HECO, 4.72%, series 2012D, unsecured senior note, due 2029 HECO, 4.55%, series 2012C, unsecured senior note, due 2023 HELCO, 4.55%, series 2012B, unsecured senior note, due 2023 MECO, 4.55%, series 2012C, unsecured senior note, due 2023 HECO, 4.03%, series 2012B, unsecured senior note, due 2020 MECO, 4.03%, series 2012B, unsecured senior note, due 2020 HECO, 3.79%, series 2012A, unsecured senior note, due 2018 HELCO, 3.79%, series 2012A, unsecured senior note, due 2018 MECO, 3.79%, series 2012A, unsecured senior note, due 2018 | 150,000 51,546 40,000 35,000 50,000 20,000 30,000 62,000 20,000 30,000 11,000 9,000 | |||||
Total long-term debt | 1,147,946 | |||||
Customer Deposits | ||||||
Deposits are used to secure customers' accounts | ||||||
HECO | $ | 13,614 | ||||
HELCO | 3,853 | |||||
MECO | 4,409 | |||||
Total customer deposits | 21,876 |
Debtor | Secured Party | Jurisdiction | UCC File Number | UCC File Date | Collateral Description* |
Hawaiian Electric Company, Inc. | Hitachi Credit America Corp (as assignee of Hannon Armstrong Hawaii Funding Corp.) | Hawaii | 2001-180919 | 11/19/2001 | All money due and coming due under a 2001 task order with a U.S. Navy agency for an energy efficiency project—remaining balance $1.1 million |
Hawaiian Electric Company, Inc. | J.P. Morgan Leasing, Inc. (assignment) PHNSY – ECPs 1 & 3) | Hawaii | 2004-085035 | 04/29/2004 | Assignment or partial assignment from Hitachi of foregoing financing arrangement |
Hawaiian Electric Company, Inc. | Hitachi Credit America Corp. | Hawaii | 2006-185362 | 10/10/2006 | Continuation Statement of 2001-180919 continued for additional period provided by applicable law |
Hawaiian Electric Company, Inc. | J.P. Morgan Leasing Inc. | Hawaii | 2006-192912 | 10/23/2006 | Continuation Statement of 2001-180919 continued for additional period provided by applicable law |
Hawaiian Electric Company, Inc. | J.P. Morgan Leasing Inc. | Hawaii | 2011-138648 | 08/30/2011 | Continuation Statement of 2001-180919 continued for additional period provided by applicable law |
Hawaiian Electric Company, Inc. | Hitachi Credit America Corp. | Hawaii | 2011-194210 | 11/18/2011 | Continuation Statement of 2001-180919 continued for additional period provided by applicable law |
Hawaiian Electric Company, Inc. | Hannon Armstrong Federal Government Receivables Trust (as assignee of Hannon Armstrong DSM Funding LLC) – HALE KOA) | Hawaii | 2005-094089 | 05/11/2005 | All money due and to become due under a 2004 delivery order from a U.S. Navy ordering agency relating to an energy efficiency project—remaining balance, $253,000 |
Hawaiian Electric Company, Inc. | Hannon Armstrong Federal Government Receivables Trust | Hawaii | 2010-047285 | 04/08/2010 | Continuation Statement of 2005-094089 continued for additional period provided by applicable law |
1. | Hawaiian Electric Company, Inc. (“HECO”) Credit Agreement dated May, 7 2010, amended to expire on December 5, 2016, by and between HECO, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent restricts the ability of HECO and its “Significant Subsidiaries,” as defined therein, to sell, transfer or otherwise dispose of all or substantially all of its properties and assets to any of its Affiliates, as defined therein, on a non-arms length basis. |
2. | Hawaiian Electric Company, Inc., Maui Electric Company, Ltd. (“MECO”) and Hawaii Electric Light Company, Inc. (“HELCO”) are subject to restrictive covenants in connection with the offer and sale in March 2004 of Cumulative Quarterly Income Preferred Securities, as disclosed in the Registration Statements on Form S-3, Regis. Nos. 333-111073, 333-111073-01, 333-111073-02 and 333-111073-03 filed with the Securities and Exchange Commission, which descriptions are incorporated herein by reference. |
3. | HECO, MECO and HELCO are subject to restrictive covenants in connection with their cumulative preferred stock financings to the effect that, until dividends have been paid or declared or set apart for payment on all shares of the respective company’s cumulative preferred stock, (a) no distributions on the respective company’s common stock or any future class of stock except cumulative preferred stock shall be made and (b) the respective company shall not purchase or otherwise acquire any of the respective company’s common stock or any future class of stock except cumulative preferred stock. In the event of liquidation, dissolution, receivership, bankruptcy, disincorporation or winding up of the affairs of the respective company, cumulative preferred stockholders are entitled to the par value of their shares and accrued and unpaid dividends, before any distribution is made to holders of the respective company's common stock or any future class of stock except cumulative preferred stock. |
4. | HECO is subject to restrictive covenants in connection with its cumulative preferred stock financings to the effect that, as long as any shares of the respective series of cumulative preferred stock are outstanding, HECO shall not affect the merger or consolidation of HECO, or sell, lease or exchange all or substantially all of the property and assets of HECO, without first obtaining the consent in writing of the holders of at least 75% of each of the respective outstanding series of cumulative preferred stock, provided that said consent shall not be required to make a mortgage, pledge, assignment or transfer of all or any part of its assets as security for any obligation or liability of any kind or nature. |
5. | HECO, MECO and HELCO are subject to restrictive covenants in connection with their special purpose revenue bonds which contain provisions to the effect that HECO, MECO and HELCO shall not dissolve or otherwise dispose of all or substantially all its assets, and will not consolidate with or merge into another entity or permit other entities to consolidate with or merge into it, unless certain specific requirements are met. |
6. | HECO, MECO and HELCO are subject to restrictive covenants in connection with their Note Purchase Agreements dated as of April 19, 2012 and HECO’s Note Purchase Agreement dated as of September 13, 2012 (together the “Note Agreements”), pursuant to which several series of unsecured notes were issued in private placements. The Note Agreements contain affirmative and negative restrictions, including a negative covenant that HECO will not permit the ratio of any Significant Subsidiaries’ Consolidated Subsidiary Funded Debt to its Capitalization exceed a specified level, and this restriction could operate indirectly to restrict the ability of Significant Subsidiaries to make Restricted Payments to HECO. HECO also entered into two similar Note Purchase Agreements of the same April 19 date under which it is a “Guarantor” of MECO (in one such Agreement) and a Guarantor of HELCO (in another such Agreement). Each of these agreements contains similar negative covenants relating to MECO and HELCO (as well as HECO) relating to their respective Consolidated Subsidiary Funded Debt to Capitalization ratios and those of their respective Significant Subsidiaries. The affirmative and negative restrictions are disclosed in the Current Reports on Form 8-K filed with the Securities and Exchange Commission on April 23, 2012 and September 14, 2012, which descriptions are incorporated herein by reference. |
7. | HECO, MECO and HELCO are subject to restrictive covenants in connection with their Note Purchase Agreements being entered into concurrently on or about October 3, 2013 (together, the “October 2013 Note Agreements”) and to which this Schedule 10.5 relates and pursuant to which unsecured notes are being issued in a private placement. The October 2013 Note Agreements contain affirmative and negative covenants which are similar to those in the HECO, MECO and HELCO Note Purchase Agreements dated as of April 19, 2012 and HECO’s Note Purchase Agreement dated as of September 13, 2012 and which are discussed in item 6 of this Schedule 10.5. |
Administrative Service Agreement | Affiliate Providing Services | Affiliate Purchasing Services | Original Agreement Date |
Hawaiian Electric Industries, Inc. (HEI)1 and Hawaiian Electric Company, Inc. (HECO) | HEI | HECO | February 4, 19932 |
HEI and Hawaii Electric Light Company, Inc. (HELCO)3 | HEI | HELCO | February 11, 19934 |
HEI and Maui Electric Company, Ltd. (MECO)5 | HEI | MECO | February 3, 19936 |
HECO/HELCO/MECO and Renewable Hawaii, Inc. (RHI)7 | HECO/HELCO/MECO | RHI | January 1, 2003 |
HECO and Uluwehiokama Biofuels Corporation (UBC)8 | HECO | UBC | May 14, 2008 |
HECO and HEI | HECO | HEI | August 10, 1994 |
HECO and HEI Diversified, Inc., now known as American Savings Holdings, Inc. (ASHI)9 | HECO | ASHI | August 15, 1994 |
HECO and American Savings Bank, F.S.B. (ASB)10 | HECO | ASB | November 8, 199611 |
HECO and Hawaiian Tug & Barge Corp., now known as The Old Oahu Tug Service, Inc. (TOOTS)12 | HECO | TOOTS | August 5, 1994 |
HAWAII ELECTRIC LIGHT COMPANY, INC. | |
Seal | By Its |
By Its |
HAWAII ELECTRIC LIGHT COMPANY, INC. | |
Seal | By Its |
By Its |
HAWAII ELECTRIC LIGHT COMPANY, INC. | |
Seal | By Its |
By Its |