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Entry into a Material Definitive

The information set forth in Item 2.03 below is incorporated by reference into this Item 1.01.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off- Balance Sheet Arrangement of a Registrant.

On October 15, 2015, Hawaiian Electric and its electric utility subsidiaries, Maui Electric Company, Limited (Maui Electric) and Hawaii Electric Light Company, Inc. (Hawaii Electric Light) (collectively, the Companies) each entered into separate note purchase agreements (the Note Purchase Agreements) with the purchasers shown as signatories to each of the agreements included as Exhibits 4(a), 4(b) and 4(c) to this report, respectively, for an aggregate principal amount of $80 million. Hawaiian Electric is also a party as guarantor under the Note Purchase Agreement s entered into by Maui Electric and Hawaii Electric Light.

Hawaiian Electric, Maui Electric and Hawaii Electric Light issued through a private placement pursuant to the Note Purchase Agreements the following series of taxable unsecured senior notes (respectively, the Hawaiian Electric Notes, the Maui Electric Notes and the Hawaii Electric Light Notes, and collectively, the Notes), as shown in the chart below.

Senior Notes, Series 2015A due October 1, 2045



Interest Rate

Hawaiian Electric

$50 million


Maui Electric

$5 million


Hawaii Electric Light

$25 million



$80 million

All the proceeds of the Notes will be used by the Companies to finance their capital expenditures and/or for the reimbursement of funds used for the payment of capital expenditures.

Hawaiian Electrics consolidated long-term debt, net, as of June 30, 2015 was approximately $1.21 billion. Taking into account the issuance of the Notes as described above, Hawaiian Electrics consolidated long-term debt, net, as of June 30, 2015, as adjusted for the foregoing, would be approximately $1.29 billion.

The Note Purchase Agreements contain customary representations and warranties, affirmative and negative covenants, and events of default (the occurrence of which may result in some or all of the Notes then outstanding becoming immediately due and payable). The Note Purchase Agreements also...