Speaker Souki stocked up on shares of Hawaiian Electric before merger announcement

Sometime in the year before Hawaiian Electric Industries and NextEra Energy announced their proposed merger, House Speaker Joe Souki at least doubled his investment in Hawaiian Electric. And when the share price jumped after the merger was announced, he enjoyed another boost in his investment’s value.

That’s the story that emerges from a review of Souki’s financial disclosure forms filed with the State Ethics Commission as required by the ethics law.

There’s not necessarily anything wrong with Souki’s investment in HE shares, but it raises the question of whether he might have benefited from a whispered hint in advance of deal’s public disclosure that put him in the way of the investment opportunity.

Here’s what the record shows, based on reports filed by the Maui representative.

On June 1, 2012, Souki filed an annual financial disclosure that reported he owned 729 shares of Hawaiian Electric Industries. At the time, the stock was trading for just over $27 per share, which meant his total investment was worth approximately $20,000.

From his report:

2012 financial disclosure

In November 2012, Souki was elected Speaker.

The following year, Souki filed the required disclosure on July 9, 2013. In it, he reported there had been no change in his Hawaiian Electric holdings during the prior year.

2013

During the 2013 session, the ethics law was changed to require legislators to file their annual financial disclosures by the end of January, rather than by the end of May.

Souki did file a financial disclosure on January 27, 2014, in time to meet the new deadline. But the report was essentially blank. It did not contain the required information.

For example, in the section where he should have reported his investment in Hawaiian Electric, Souki reported “None.”

none

A month later, on February 25, 2014, well after the filing deadline, Souki then submitted an amended disclosure. This time around, he reported the value of his Hawaiian Electric investment had jumped to category “E”, meaning it was worth at least $50,000 but less than $100,000.

[text]

The company’s shares at that time were trading just slightly over $25, which meant that he now owned between 2,000 and 4,000 shares, far more than the 729 shares valued at just $20,000 he reported back in 2012 and 2013.

The increased investment came in the period between July 2013 and February 2014.

The HEI/NextEra merger was not publicly announced until December 3, 2014.

After the deal was announced, the company’s stock price rose from about $24 to over $33 per share. As TheStreet.com reported, “Hawaiian Electric Industries (HE) Stock Soaring Today on Merger Announcement.” Those holding the stock enjoyed an overnight gain, on paper at least, of more than 16%.

However, the deal began to fall into place much earlier.

The merger timeline was spelled out in a document filed with the Securities and Exchange Commission (see section beginning on page 30), which disclosed that “the HEI board has regularly assessed whether shareholder value could be enhanced through a spin-off or a sale of either ASB Hawaii (American Savings Bank) or Hawaiian Electric, as well as the viability of potential business combinations of HEI with other companies.”

So merger speculation was not foreign to the HEI board.

And NextEra arrived on the island scene in 2011 with several energy projects, “including potential solar and wind generation and undersea cable projects and, later, battery storage projects.”

According to this report, NextEra’s interest in a merger was first floated during a May 2014 meeting between Mr. James Robo, Chairman and CEO of NextEra, and Connie Lau, President and CEO of Hawaiian Electric.

Were there hints among insiders in the months preceding the formal offer that NextEra was sniffing around?

We may never know. But it will be interesting to see what Speaker Souki says about the rather timely boost in his Hawaiian Electric investment.

According to Souki’s 2015 financial disclosure, there has been no change in his stock holdings since that 2014 report.

Disclosure: I also own shares in Hawaiian Electric Industries.


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4 thoughts on “Speaker Souki stocked up on shares of Hawaiian Electric before merger announcement

  1. Been there

    Thank you Ian – patently obvious – in retrospect. What do we do now? If the Ethics Commission acts on this knowledge Mr. Souki will get the director fired right?

    Reply
  2. fred

    Members of Congress are free to use insider information, so shouldn’t the Legislature enjoy the same benbefit?

    Reply

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