HONOLULU, March 18, 2013 /PRNewswire/ -- Hawaiian Electric Industries, Inc. (HEI) (NYSE - HE) announced today that it plans to commence a registered underwritten public offering of up to 6,100,000 shares of its common stock (without par value), subject to market conditions, in connection with the forward sale agreement described below. J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC are acting as joint book-running managers for the offering. In conjunction with this offering, the underwriters will be granted an option to purchase up to an additional 900,000 shares of HEI's common stock solely to cover over-allotments, if any.
HEI intends to use any net proceeds that it receives upon settlement of the forward sale agreement described below or upon any issuance and sale to the underwriters of shares of its common stock in the offering to invest in HEI's utility subsidiaries (to finance their capital expenditures, to repay borrowings incurred to finance capital expenditures and for working capital), to repay HEI's short-term borrowings and for working capital and general corporate purposes.
The offering will be made under HEI's existing shelf registration statement filed with the Securities and Exchange Commission, which became automatically effective on November 4, 2011.
In connection with the offering, HEI expects to enter into a forward sale agreement (and, to the extent that the underwriters exercise their over-allotment option, HEI may, in its sole discretion, enter into an additional forward sale agreement) with an affiliate of J.P. Morgan Securities LLC (the "Counterparty") under which HEI will agree to issue and sell to the Counterparty (subject to HEI's right to cash settle or net share settle the forward sale agreement) the same number of shares of HEI's common stock sold by the Counterparty or its affiliate to the underwriters for sale in the underwritten public offering.
In connection with the forward sale agreement, the Counterparty (or its affiliate) is expected to borrow from third-party lenders and sell to the underwriters up to 6,100,000 shares of HEI's common stock (assuming no exercise by the underwriters of their over-allotment option) at the close of the offering. If the underwriters exercise their over-allotment option and HEI elects not to enter into an additional forward sale agreement with the Counterparty, HEI will issue and sell to the underwriters the number of shares of common stock in respect of which the over-allotment option is exercised.
Settlement of the forward sale agreement will occur no later than 24 months following the date of pricing. Upon any physical settlement of the forward sale agreement, HEI will issue and deliver to the Counterparty shares of its common stock in exchange for cash proceeds per share equal to the forward sale price, which will initially be the public offering price (less underwriting discounts and commissions) and will be subject to certain adjustments as provided in the forward sale agreement. HEI may, subject to certain conditions, elect cash settlement or net share settlement for all or a portion of its rights or obligations under the forward sale agreement.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities, and no offer, solicitation or sale of any securities shall be made, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The offering of these securities will be made only by means of a prospectus and a related prospectus supplement meeting the requirements of Section 10 of the Securities Act of 1933.
A copy of the prospectus supplement and accompanying prospectus with respect to this offering may be obtained by contacting 1) J.P. Morgan, Via Broadridge Financial, 1155 Long Island, Edgewood, New York, New York, 11717, Telephone number: (866) 803-9204, or 2) Morgan Stanley, Attn: Prospectus Dept., 180 Varick Street, 2nd Floor, New York, New York 10014, Telephone number: (866) 718-1649, Email: email@example.com.
HEI supplies power to approximately 450,000 customers or 95% of Hawaii's population through its electric utilities, HECO, Hawaii Electric Light Company, Inc. and Maui Electric Company, Limited and provides a wide array of banking and other financial services to consumers and businesses through American Savings Bank, F.S.B., one of Hawaii's largest financial institutions.
Statements made above may contain "forward-looking statements," which include statements that are predictive in nature, depend upon or refer to future events or conditions and usually include words such as "expects," "anticipates," "intends," "plans," "believes," "predicts," "estimates," or similar expressions. In addition, any statements concerning future financial performance, ongoing business strategies or prospects or possible future actions are also forward-looking statements. Forward-looking statements are based on current expectations and projections about future events and are subject to risks, uncertainties and the accuracy of assumptions concerning HEI and its subsidiaries, the performance of the industries in which they do business and economic and market factors, among other things. These forward-looking statements are not guarantees of future performance.
Forward-looking statements should be read in conjunction with the "Forward-Looking Statements" discussion (which is incorporated by reference herein) set forth on pages v and vi of HEI's Annual Report on Form 10-K for the year ended December 31, 2012, and in HEI's future periodic reports that discuss important factors that could cause HEI's results to differ materially from those anticipated in such statements. These forward-looking statements speak only as of the date of the above-referenced.
Shelee M.T. Kimura
(808) 543-7384 Telephone
Manager, Investor Relations
& Strategic Planning
SOURCE Hawaiian Electric Industries, Inc.
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