Hawaiian Electric Industries Inc S-3ASR, filed Sep 19, 2024

Hawaiian Electric Industries Inc (HE)

S-3ASR 2024-09-19

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	Large accelerated filer ☒			Accelerated filer ☐
	Non-accelerated filer ☐			Smaller reporting company ☐
				Emerging growth company ☐

	ABOUT THIS PROSPECTUS					1
	WHERE YOU CAN FIND MORE INFORMATION					3
	INCORPORATION BY REFERENCE					3
	CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS					4
	THE COMPANY					9
	RISK FACTORS					10
	USE OF PROCEEDS					11
	DESCRIPTION OF COMMON STOCK AND PREFERRED STOCK					12
	DESCRIPTION OF SENIOR DEBT SECURITIES AND SENIOR SUBORDINATED DEBT SECURITIES					16
	DESCRIPTION OF JUNIOR SUBORDINATED DEBT SECURITIES					24
	DESCRIPTION OF THE WARRANTS					29
	DESCRIPTION OF THE RIGHTS					31
	DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS					32
	SELLING SECURITYHOLDERS					33
	PLAN OF DISTRIBUTION					34
	LEGAL MATTERS					37
	EXPERTS					37

	Amount to be Paid
SEC registration fee		$	*
FINRA filing fee			**
Legal fees and expenses			**
Accounting fees and expenses			**
Printing expenses			**
Fees and Expenses of Trustees, Registrars, Transfer Agents and Paying Agents			**
Rating agency fees			**
Listing fees			**
Blue Sky fees			**
Other			**
Total		$

	*1.1			Form of Underwriting Agreement relating to Debt Securities.
	*1.2			Form of Underwriting Agreement relating to Preferred Stock.
	*1.3			Form of Underwriting Agreement relating to Common Stock.
	*1.4			Form of Distribution or Sales Agency Agreement relating to Common Stock.
	*1.5			Form of Underwriting Agreement relating to Stock Purchase Units or Stock Purchase Contracts.
	4.1			Amended and Restated Articles of Incorporation of Hawaiian Electric Industries, Inc. (previously filed as Exhibit 3.1 to the Quarterly Report on Form 10-Q filed on August 6, 2020, File No. 001-08503).
	4.2			Amended and Restated Bylaws of Hawaiian Electric Industries, Inc. (previously filed as Exhibit 3 to the Quarterly Report on Form 10-Q filed on November 7, 2022, File No. 001-08503).
	4.3			Form of Senior Indenture to be used in connection with issuance of Senior Debt Securities by HEI.
	4.4			Form of Senior Subordinated Indenture to be used in connection with issuance of Senior Subordinated Debt Securities by HEI.
	4.5			Form of Junior Indenture to be used in connection with the issuance of Junior Subordinated Debt Securities by HEI.
	*4.6			Form of Officer’s Certificate to be used in connection with the issuance of Senior Debt Securities by HEI.
	*4.7			Form of Officer’s Certificate to be used in connection with the issuance of Senior Subordinated Debt Securities by HEI.
	*4.8			Form of Officer’s Certificate to be used in connection with the issuance of Junior Subordinated Debt Securities by HEI.
	*4.9			Form of Senior Debt Security for issuance by HEI.
	*4.10			Form of Senior Subordinated Debt Security for issuance by HEI.
	*4.11			Form of Junior Subordinated Debt Security for issuance by HEI.

	*4.12			Form of Warrant Agreement.
	*4.13			Form of Warrant.
	*4.14			Form of Rights Agent Agreement.
	*4.15			Form of Purchase Contract Agreement.
	*4.16			Form of Unit Agreement.
	5.1			Opinion of Kurt K. Murao, Esq. (including consent).
	5.2			Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP (including consent).
	23.1			Consent of Deloitte & Touche LLP.
	23.3			Consent of Kurt K. Murao, Esq. (included in Exhibit 5.1).
	23.4			Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP (included in Exhibit 5.2).
	24.1			Powers of Attorney (included on signature page to the registration statement).
	25.1			Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of U.S. Bank Trust Company, National Association, as Trustee, with respect to the Senior Debt Securities under the Senior Indenture of HEI.
	25.2			Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of U.S. Bank Trust Company, National Association, as Trustee, with respect to the Senior Subordinated Debt Securities under the Senior Subordinated Indenture of HEI.
	25.3			Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of U.S. Bank Trust Company, National Association, as Trustee with respect to the Junior Subordinated Debt Securities under the Junior Indenture of HEI.
	**25.4			Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, with respect to Purchase Contract Agreement.
	107			Filing Fee Table

	/s/ SCOTT W.H. SEU Scott W.H. Seu			Director
	/s/ THOMAS B. FARGO Thomas B. Fargo			Chairman of the Board of Directors
	/s/ CELESTE A. CONNORS Celeste A. Connors			Director
	/s/ ELISIA K. FLORES Elisia K. Flores			Director
	/s/ WILLIAM J. SCILACCI, JR. William J. Scilacci, Jr.			Director
	/s/ PEGGY Y. FOWLER Peggy Y. Fowler			Director
	/s/ MICAH A. KĀNE Micah A. Kāne			Director

SECTION OF THE ACT		SECTION OF INDENTURE
310(a)(1) and (2)		6.9
310(a)(3) and (4)		Inapplicable
310(b)		6.8 and 6.10(a), (b) and (d)
310(c)		Inapplicable
311(a)		6.13
311(b)		6.13
311(c)		Inapplicable
312(a)		4.1 and 4.2
312(b)		4.2
312(c)		4.2
313(a)		4.4
313(b)(1)		Inapplicable
313(b)(2)		4.4
313(c)		4.4, 5.11, 6.10, 6.11, 8.2 and 12.2
313(d)		4.4
314(a)		3.5 and 4.3
314(b)		Inapplicable
314(c)(1) and (2)		11.5
314(c)(3)		Inapplicable
314(d)		Inapplicable
314(e)		11.5
314(f)		Inapplicable
315(a), (c) and (d)		6.1
315(b)		5.11
315(e)		5.12
316(a)(1)		5.9 and 5.10
316(a)(2)		Not required
316(a) (last sentence)		7.4
316(b)		5.7
317(a)		5.2
317(b)		3.4(a) and (b)
318(a)		11.7

		Page

ARTICLE ONE

DEFINITIONS

SECTION 1.1	Certain Terms Defined	1

ARTICLE TWO

SECURITIES

SECTION 2.1	Forms Generally	6
SECTION 2.2	Form of Trustee’s Certificate of Authentication	6
SECTION 2.3	Amount Unlimited; Issuable In Series	7
SECTION 2.4	Authentication and Delivery of Securities	9
SECTION 2.5	Execution of Securities	12
SECTION 2.6	Certificate of Authentication	12
SECTION 2.7	Denomination and Date of Securities; Payments of Interest	12
SECTION 2.8	Registration, Transfer and Exchange	13
SECTION 2.9	Mutilated, Defaced, Destroyed, Lost and Stolen Securities	16
SECTION 2.10	Cancellation of Securities; Destruction Thereof	17
SECTION 2.11	Temporary Securities	18
SECTION 2.12	Computation of Interest	18

ARTICLE THREE

COVENANTS OF THE ISSUER

SECTION 3.1	Payment of Principal and Interest	18
SECTION 3.2	Offices for Payments, Etc.	19
SECTION 3.3	Appointment to Fill a Vacancy in Office of Trustee	20
SECTION 3.4	Paying Agents	20
SECTION 3.5	Written Statement to Trustee	21
SECTION 3.6	Corporate Existence	21
SECTION 3.7	Maintenance of Properties	21
SECTION 3.8	Payment of Taxes and Other Claims	21

		Page
SECTION 3.9	Restriction on Liens	22

ARTICLE FOUR

SECURITYHOLDERS LISTS AND REPORTS BY THE ISSUER AND THE TRUSTEE

SECTION 4.1	Issuer to Furnish Trustee Information as to Names and Addresses of Securityholders	23
SECTION 4.2	Preservation and Disclosure of Securityholders Lists	24
SECTION 4.3	Reports by the Issuer	25
SECTION 4.4	Reports by the Trustee	25

ARTICLE FIVE

REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT

SECTION 5.1	Event of Default Defined; Acceleration of Maturity; Waiver of Default	25
SECTION 5.2	Collection of Indebtedness by Trustee; Trustee May Prove Debt	28
SECTION 5.3	Application of Proceeds	30
SECTION 5.4	Suits for Enforcement	31
SECTION 5.5	Restoration of Rights on Abandonment of Proceedings	31
SECTION 5.6	Limitations on Suits by Securityholders	31
SECTION 5.7	Unconditional Right of Securityholders to Institute Certain Suits	32
SECTION 5.8	Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default	32
SECTION 5.9	Control by Holders of Securities	32
SECTION 5.10	Waiver of Past Defaults	33
SECTION 5.11	Trustee to Give Notice of Default, But May Withhold in Certain Circumstances	33
SECTION 5.12	Right of Court to Require Filing of Undertaking to Pay Costs	34

ARTICLE SIX

CONCERNING THE TRUSTEE

SECTION 6.1	Duties and Responsibilities of the Trustee; During Default; Prior to Default	34
SECTION 6.2	Certain Rights of the Trustee	35

		Page
SECTION 6.3	Trustee Not Responsible for Recitals, Disposition of Securities or Application of Proceeds Thereof	36
SECTION 6.4	Trustee and Agents May Hold Securities or Coupons; Collections, Etc.	36
SECTION 6.5	Moneys Held by Trustee	36
SECTION 6.6	Compensation and Indemnification of Trustee and Its Prior Claim	37
SECTION 6.7	Right of Trustee to Rely on Officer’s Certificate, Etc.	37
SECTION 6.8	Indentures Not Creating Potential Conflicting Interests for the Trustee	37
SECTION 6.9	Persons Eligible for Appointment as Trustee	38
SECTION 6.10	Resignation and Removal; Appointment of Successor Trustee	38
SECTION 6.11	Acceptance of Appointment by Successor Trustee	39
SECTION 6.12	Merger, Conversion, Consolidation or Succession to Business of Trustee	40
SECTION 6.13	Preferential Collection of Claims Against Issuer	41
SECTION 6.14	Appointment of Authenticating Agent	44

ARTICLE SEVEN

CONCERNING THE SECURITYHOLDERS

SECTION 7.1	Evidence of Action Taken by Securityholders	45
SECTION 7.2	Proof of Execution of Instruments and of Holding of Securities	45
SECTION 7.3	Holders to Be Treated as Owners	46
SECTION 7.4	Securities Owned by Issuer Deemed Not Outstanding	47
SECTION 7.5	Right of Revocation of Action Taken	47

ARTICLE EIGHT

SUPPLEMENTAL INDENTURES

SECTION 8.1	Supplemental Indentures Without Consent of Securityholders	48
SECTION 8.2	Supplemental Indentures With Consent of Securityholders	49
SECTION 8.3	Effect of Supplemental Indenture	50
SECTION 8.4	Documents to Be Given to Trustee	50
SECTION 8.5	Notation on Securities in Respect of Supplemental Indentures	51

		Page
ARTICLE NINE

CONSOLIDATION, MERGER, SALE OR CONVEYANCE

SECTION 9.1	Issuer May Consolidate, Etc., Only on Certain Terms	51
SECTION 9.2	Successor Corporation Substituted	52
SECTION 9.3	Restrictions on Dispositions of HECO Shares	52

ARTICLE TEN

SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

SECTION 10.1	Satisfaction and Discharge of Indenture	52
SECTION 10.2	Application by Trustee of Funds Deposited for Payment of Securities	56
SECTION 10.3	Repayment of Moneys Held by Paying Agent	56
SECTION 10.4	Return of Moneys Held by Trustee and Paying Agent Unclaimed for Two Years	56
SECTION 10.5	Indemnity for U.S. Government Obligations	57

ARTICLE ELEVEN

MISCELLANEOUS PROVISIONS

SECTION 11.1	Incorporators, Stockholders, Officers and Directors of Issuer Exempt from Individual Liability	57
SECTION 11.2	Provisions of Indenture for the Sole Benefit of Parties and Holders of Securities and Coupons	57
SECTION 11.3	Successors and Assigns of Issuer Bound by Indenture	57
SECTION 11.4	Notices and Demands on Issuer, Trustee and Holders of Securities and Coupons	57
SECTION 11.5	Officer's Certificates and Opinions of Counsel; Statements to Be Contained Therein	58
SECTION 11.6	Payments Due on Saturdays, Sundays and Holidays	59
SECTION 11.7	Conflict of any Provision of Indenture with Trust Indenture Act of 1939	59
SECTION 11.8	New York Law to Govern	59
SECTION 11.9	Counterparts	59
SECTION 11.10	Effect of Headings	59
SECTION 11.11	Securities in a Foreign Currency	60

		Page
SECTION 11.12	Judgment Currency	60
SECTION 11.13	Separability Clause	60

ARTICLE TWELVE

REDEMPTION OF SECURITIES AND SINKING FUNDS

SECTION 12.1	Applicability of Article	61
SECTION 12.2	Notice of Redemption; Partial Redemptions	61
SECTION 12.3	Payment of Securities Called for Redemption	62
SECTION 12.4	Exclusion of Certain Securities from Eligibility for Selection for Redemption	63
SECTION 12.5	Mandatory and Optional Sinking Funds	63

		U.S. BANK NATIONAL ASSOCIATION, as Trustee

		By	Authorized Signatory”

[CORPORATE SEAL]

Attest:

By:
	Title:

U.S. BANK NATIONAL ASSOCIATION, as Trustee

By:
	Title:

[CORPORATE SEAL]

Attest:

By:
	Title:

PARTIES

RECITALS

Authorization of Indenture
Compliance with Legal Requirements
Purpose of and Consideration for Indenture

ARTICLE ONE

DEFINITIONS

SECTION 1.1	Certain Terms Defined	1

ARTICLE TWO

SECURITIES

SECTION 2.1	Forms Generally	9
SECTION 2.2	Form of Trustee's Certificate of Authentication	10
SECTION 2.3	Amount Unlimited; Issuable in Series	10
SECTION 2.4	Authentication and Delivery of Securities	14
SECTION 2.5	Execution of Securities	18
SECTION 2.6	Certificate of Authentication	19
SECTION 2.7	Denomination and Date of Securities; Payments of Interest	19
SECTION 2.8	Registration, Transfer and Exchange	21
SECTION 2.9	Mutilated, Defaced, Destroyed, Lost and Stolen Securities	25
SECTION 2.10	Cancellation of Securities; Destruction Thereof	27
SECTION 2.11	Temporary Securities	27
SECTION 2.12	Computation of Interest	28

ARTICLE THREE

COVENANTS OF THE ISSUER

SECTION 3.1	Payment of Principal and Interest	29
SECTION 3.2	Offices for Payments, etc.	29

	HAWAIIAN ELECTRIC INDUSTRIES, INC.

	By:
		Title:

	By:
		Title:

STATE OF HAWAII	)
	)	ss.
COUNTY OF HONOLULU	)

[NOTARIAL SEAL]

Notary Public

STATE OF HAWAII	)
	)	ss.
COUNTY OF HONOLULU	)

SECTION 13.6	Notice to Trustee	107
SECTION 13.7	Trustee May Hold Senior Indebtedness	107
SECTION 13.8	Applicability of Article 13 to Paying Agents	108

ARTICLE FOURTEEN

CONVERSION OF SECURITIES

SECTION 14.1	Applicability of Article	108
SECTION 14.2	Conversion	108
SECTION 14.3	Exercise of Conversion	108
SECTION 14.4	Fractional Interests	110
SECTION 14.5	Conversion Price	110
SECTION 14.6	Continuation of Conversion in Case of Reclassification, Change, Merger, Consolidation or Sale of Assets	111
SECTION 14.7	Notice of Certain Events	112
SECTION 14.8	Taxes on Conversion	113
SECTION 14.9	Issuer to Provide Stock	114
SECTION 14.10	Disclaimer of Responsibility for Certain Matters	114
SECTION 14.11	Return of Funds Deposited for Redemption of Converted Securities	115


PARTIES		1

RECITALS:

Purpose of Indenture		1
Compliance with legal requirements		1
Purpose of and consideration for Indenture		1

ARTICLE ONE
Definitions

Section 1.01.	Definitions	2
	Additional Interest	2
	Affiliate	2
	Authenticating Agent	2
	Board of Directors	2
	Board Resolution	2
	Business Day	2
	Certificate	3
	Company	3
	Corporate Trust Office	3
	Debenture or Debentures	3
	Debenture Register	3
	Debentureholder	3
	Default	3
	Defeasance Agent	3
	Depository	3
	Event of Default	3
	Global Debenture	3
	Governmental Obligations	4
	Hawaiian Electric Industries Capital Trust	4
	Indenture	4
	Interest Payment Date	4
	Officer’s Certificate	4
	Opinion of Counsel	4
	Outstanding	4
	Person	5
	Place of Payment	5
	Predecessor Debenture	5
	Property Trustee	5
	Responsible Officer	5
	Security	5
	Security Exchange	6
	Senior Indebtedness	6


	Subsidiary	6
	Trust Agreement	6
	Trust Common Securities	6
	Trust Guarantee	7
	Trust Indenture Act	7
	Trust Preferred Securities	7
	Trustee	7


ARTICLE TWO
The Debentures

Section 2.01.	Designation, Terms, Amount, Authentication and Delivery of Debentures	7
Section 2.02.	Form of Debentures and Trustee’s Certificate	9
Section 2.03.	Date and Denominations of Debentures; Payment of Principal, Premium and Interest	9
Section 2.04.	Execution of Debentures	11
Section 2.05.	Mutilated, Destroyed, Lost or Stolen Debentures	12
Section 2.06.	Temporary Debentures	13
Section 2.07.	Exchange of Debentures	13
Section 2.08.	Cancellation	14
Section 2.09.	Beneficiaries	15
Section 2.10.	Appointment of Authenticating Agent	15
Section 2.11.	Global Debenture	15
Section 2.12.	CUSIP Numbers	16

ARTICLE THREE
Redemption of Debentures and Sinking Fund Provisions

Section 3.01.	Redemption of Debentures	17
Section 3.02.	Notice of Redemption; Selection by Trustee of Debentures to be Redeemed	17
Section 3.03.	Debentures Payable on Redemption Date; Debentures Redeemed in Part	18
Section 3.04.	Sinking Fund for Debentures	19
Section 3.05.	Satisfaction of Sinking Fund Payments With Debentures	19
Section 3.06.	Redemption of Debentures for Sinking Fund	19

ARTICLE FOUR
Particular Covenants of the Company

Section 4.01.	Payment of Principal, Premium and Interest	20
Section 4.02.	Maintenance of Office or Agency	20
Section 4.03.	Paying Agent; Money for Debenture Payments to be Held in Trust	20
Section 4.04.	Appointment to Fill Vacancy	21
Section 4.05.	Payment of Additional Interest	22
Section 4.06.	Maintenance of the Hawaiian Electric Industries Capital Trust	22

ARTICLE FIVE
Debentureholders’ Lists and Reports by the Company and the Trustee

Section 5.01.	Company to Furnish Trustee Names and Addresses of Debentureholders	22
Section 5.02.	Preservation of Information; Communications to Holders	23
Section 5.03.	Reports by Company	24
Section 5.04.	Reports by Trustee	25

ARTICLE SIX
Remedies of the Trustee and Debentureholders on Event of Default

Section 6.01.	Events of Default	26
Section 6.02.	Collection of Indebtedness and Suits for Enforcement by Trustee	29
Section 6.03.	Application of Moneys Collected	30
Section 6.04.	Limitation on Suits; Unconditional Right of Debentureholders to Institute Certain Suits	30
Section 6.05.	Rights and Remedies Cumulative; Delay or Omission Not A Waiver	31
Section 6.06.	Control by Debentureholders; Waiver of Past Defaults	32
Section 6.07.	Notice of Defaults	32
Section 6.08.	Undertaking for Costs	33
Section 6.09.	Certain Additional Covenants	33

ARTICLE SEVEN
Concerning the Trustee

Section 7.01. Certain Duties and Responsibilities		34
Section 7.02. Certain Rights of Trustee		35


Section 7.03.	Limitations of Liability	36
Section 7.04.	Ownership of Debentures	37
Section 7.05.	Moneys Held Without Interest	37
Section 7.06.	Compensation and Reimbursement	37
Section 7.07.	Reliance on Certificate of Officers of Company	38
Section 7.08.	Conflicts of Interest	38
Section 7.09.	Requirements for Eligibility	43
Section 7.10.	Resignation and Removal	44
Section 7.11.	Acceptance of Appointment by Successor	45
Section 7.12.	Successor to Trustee by Merger, Consolidation or Succession to Business	46
Section 7.13.	Preferential Collection of Claims Against Issuer	46

ARTICLE EIGHT
Concerning the Debentureholders

Section 8.01.	Evidence of Action by Debentureholders	50
Section 8.02.	Proof of Execution of Instruments and of Holding of Debentures	51
Section 8.03.	Persons Deemed Owners of Debentures	51
Section 8.04.	Debentures Owned by Company or Controlled or Controlling Companies Disregarded for Certain Purposes	51
Section 8.05.	Instruments Executed by Debentureholders Bind Future Holders	52

ARTICLE NINE
Supplemental Indentures

Section 9.01.	Supplemental Indentures Without Consent of Debentureholders	52
Section 9.02.	Modification of Indenture With Consent of Debentureholders	53
Section 9.03.	Effect of Supplemental Indentures	54
Section 9.04.	Debentures May Bear Notation of Changes by Supplemental Indentures	54
Section 9.05.	Opinion of Counsel	55

ARTICLE TEN
Consolidation, Merger, Sale or Conveyance

Section 10.01.	Company May Consolidate, Etc., Only on Certain Terms	55


Section 10.02.	Successor Corporation Substituted	55
Section 10.03.	Opinion of Counsel	55

ARTICLE ELEVEN
Satisfaction and Discharge of Indenture; Defeasance; Unclaimed Moneys

Section 11.01.	Satisfaction and Discharge of Indenture	56
Section 11.02.	Application by Trustee of Funds Deposited for Payment of Debentures	59
Section 11.03.	Application by Paying Agent of Funds Deposited with it upon Discharge of Indenture	60
Section 11.04.	Repayment of Moneys Held by Paying Agent	60
Section 11.05.	Repayment of Moneys Held by Trustee	60

ARTICLE TWELVE
Immunity of Incorporators, Stockholders, Officers and Directors

Section 12.01.	Immunity From Individual Liability	60

ARTICLE THIRTEEN
Miscellaneous Provisions

Section 13.01.	Successors and Assigns	61
Section 13.02.	Acts of Board, Committee or Officer of Successor Company	61
Section 13.03.	Surrender of Powers of Company	61
Section 13.04.	Required Notices or Demands Served by Mail	61
Section 13.05.	Governing Law	62
Section 13.06.	Officer’s Certificates and Opinions of Counsel	62
Section 13.07.	Payments Due on Saturdays, Sundays or Holidays	62
Section 13.08.	Provisions Required by Trust Indenture Act	63
Section 13.09.	Indenture May be Executed in Counterparts	63
Section 13.10.	Severability of Indenture Provisions	63
Section 13.11.	Assignment by Company to Subsidiary	63
Section 13.12.	Holders of Trust Preferred Securities as Third Party Beneficiaries of This Indenture	63

ARTICLE FOURTEEN
Subordination of Debentures

Section 14.01.	Agreement to Subordinate	64

Section 14.02.	Rights of Senior Indebtedness in the Event of Insolvency	64
Section 14.03.	Payment Over of Proceeds Received on Debentures	65
Section 14.04.	Payments to Debentureholders	66
Section 14.05.	Holders of Debentures Authorize Trustee to Effectuate Subordination of Debentures	67
Section 14.06.	Notice to Trustee	67
Section 14.07.	Trustees May Hold Senior Indebtedness	67
Section 14.08.	Not Applicable to Trustee’s Compensation and Reimbursement	67
Section 14.09.	Applicability of Article Fourteen to Paying Agents	67


	HAWAIIAN ELECTRIC INDUSTRIES INC.

	By


	By


	U.S. BANK NATIONAL ASSOCIATION, as Trustee

	By

	Very truly yours,

	/s/ Kurt K. Murao

	Kurt K. Murao

	Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary

	Hawaiian Electric Industries, Inc.

	Very truly yours,

	/s/ Paul, Weiss, Rifkind, Wharton & Garrison LLP

	Paul, Weiss, Rifkind, Wharton & Garrison LLP

Hawaii	99-0208097
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

(1)	Define the duties of the officers, employees, and agents of the Association.

(2)	Delegate the performance of its duties, but not the responsibility for its duties, to the officers, employees, and agents of the Association.

(3)	Fix the compensation and enter employment contracts with its officers and employees upon reasonable terms and conditions consistent with applicable law.

(4)	Dismiss officers and employees.

(5)	Require bonds from officers and employees and to fix the penalty thereof.

(6)	Ratify written policies authorized by the Association's management or committees of the board.

(7)	Regulate the manner any increase or decrease of the capital of the Association shall be made; provided that nothing herein shall restrict the power of shareholders to increase or decrease the capital of the Association in accordance with law, and nothing shall raise or lower from two-thirds the percentage required for shareholder approval to increase or reduce the capital.

(8)	Manage and administer the business and affairs of the Association.

(9)	Adopt initial Bylaws, not inconsistent with law or the Articles of Association, for managing the business and regulating the affairs of the Association.

(10)	Amend or repeal Bylaws, except to the extent that the Articles of Association reserve this power in whole or in part to the shareholders.

(11)	Make contracts.

(12)	Generally perform all acts that are legal for a board of directors to perform.

/s/ Jeffrey T. Grubb
Jeffrey T. Grubb

/s/ Robert D. Sznewajs
Robert D. Sznewajs

/s/ Dwight V. Board
Dwight V. Board

/s/ P. K. Chatterjee
P. K. Chatterjee

/s/ Robert Lane
Robert Lane

	6/30/2024
Assets
Cash and Balances Due From Depository Institutions	$	1,420,557
Securities		4,393
Federal Funds		0
Loans & Lease Financing Receivables		0
Fixed Assets		1,164
Intangible Assets		577,338
Other Assets		153,812
Total Assets	$	2,157,264

Liabilities
Deposits	$	0
Fed Funds		0
Treasury Demand Notes		0
Trading Liabilities		0
Other Borrowed Money		0
Acceptances		0
Subordinated Notes and Debentures		0
Other Liabilities		215,138
Total Liabilities	$	215,138

Equity
Common and Preferred Stock		200
Surplus		1,171,635
Undivided Profits		770,291
Minority Interest in Subsidiaries		0
Total Equity Capital	$	1,942,126

Total Liabilities and Equity Capital	$	2,157,264

800 Nicollet Mall Minneapolis, Minnesota	55402
(Address of principal executive offices)	(Zip Code)

1001 Bishop Street, Suite 2900 Honolulu, Hawaii	96813
(Address of Principal Executive Offices)	(Zip Code)

	1.	A copy of the Articles of Association of the Trustee, attached as Exhibit 1.

	2.	A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2.

	3.	A copy of the authorization of the Trustee to exercise corporate trust powers, included as Exhibit 2.

	4.	A copy of the existing bylaws of the Trustee, attached as Exhibit 4.

	5.	A copy of each Indenture referred to in Item 4. Not applicable.

	6.	The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

	7.	Report of Condition of the Trustee as of June 30, 2024, published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

	6/30/2024
Assets
Cash and Balances Due From Depository Institutions	$	1,420,557
Securities		4,393
Federal Funds		0
Loans & Lease Financing Receivables		0
Fixed Assets		1,164
Intangible Assets		577,338
Other Assets		153,812
Total Assets	$	2,157,264

Liabilities
Deposits	$	0
Fed Funds		0
Treasury Demand Notes		0
Trading Liabilities		0
Other Borrowed Money		0
Acceptances		0
Subordinated Notes and Debentures		0
Other Liabilities		215,138
Total Liabilities	$	215,138

Equity
Common and Preferred Stock		200
Surplus		1,171,635
Undivided Profits		770,291
Minority Interest in Subsidiaries		0
Total Equity Capital	$	1,942,126

Total Liabilities and Equity Capital	$	2,157,264