20180619Application.pdf

Michael C. Creamer (ISB # 4030)
Jamie Caplan Smith (ISB # 9919)
GIVENS PURSLEY LLP
601 W. Bannock Street
Boise, ID 83702
(208) 388-r200
[phone] (fax)
IN THE MATTER OF THE APPLICATION )
OF COLUMBINE TELEPHONE COMPANY, )
INC. FOR AUTHORITY TO GUARANTY )
LOAN TO HORIZON COMMUNICATIONS, )
INC. IN AN AMOUNT NOT TO EXCEED )$9,444,444 )
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Attorneys for Columbine Telephone Company, Inc.
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
Case No. COL-T-I8-01
APPLICATION OF COLUMBINE
TELEPHONE COMPANY, INC.
Columbine Telephone Company, Inc. ("Columbine" or "Applicant"), by and through its
attorneys Givens Pursley LLP, makes this Application pursuant to Idaho Code $ 6l-901 and
IDAPA 31.01.01 .l4l-147 for authority to: 1) execute an unsecured guaranty of payment (the
"Guaranty'') in favor of the Rural Telephone Finance Cooperative ("RTFC"), guaranteeing
paynent of a certain term loans to Columbine's parent company Horizon Communications, Inc.
("Horizon") in the amount of $9,444,444 and consisting of three separate debt facilities, one in
the amount of $3,502,263, one in the amount of $3,333,333 and one in the amount of $2,608,848
(collectively, the "Horizon Loans"). In support of its Application, Columbine states as follows:
l. Applicant is a certificated telephone corporation organized under the laws of the
State of Wyoming providing telecommunication services, including local exchange service,
within the state of Idaho.
2. Columbine, along with its sister companies, Silver Star Telephone Company, Inc.,
a Wyoming corporation, Gold Star Communications, LLC, a Wyoming limited liability company
("Gold Star"), and Millennium Networks, LLC (collectively the "Horizon Subsidiaries"), is a
wholly-owned subsidiary of Horizon.
3. The Horizon Loans consist of three components, the "A Loan," the "B Loan"
and the "C Loan."
APPLICATION OF COLUMBINE TELEPHONE COMPANY,INC.. 1
(2018 RTFC [-oan Guaranty)
4. The Guaranty is a condition of the Horizon Loans. The Horizon Loans will be
used in part to refinance the total outstanding balances on lines of credit to Columbine from
RTFC and to finance Columbine's budgeted capital expenditures. The material terms of the
Horizon Loans and details of the uses of funds are set forth in the Revised Conditional Loan
Commitment Letter from RTFC to Horizon dated March 6,2018 ("Commitment Letter") and in
the Loan Agreement by and between Horizon and RTFC. Copies of the Commitment Letter, the
proposed form of Loan Agreement , and the proposed form of Guaranty are being submitted on a
CD contemporaneously with this Application as confidential information for Commission and
Commission Staff review.
5. Columbine would be required to provide an unsecured guaranty for the Horizon
Loans. Columbine's other sister companies, Silver Star Telephone Company, Inc., Gold Star
Communications, LLC and Millennium Networks, LLC will be required to provide secured
guarantees for the Horizon Loans. The Horizon Loans would be further secured by first priority
liens on Horizon assets.
6. Columbine submits that the proposed transaction is consistent with the public
interest. The Horizon Loans will be used in part to refinance a line of credit previously made by
RTFC to Columbine and to fund Columbine's capital expenditures for the years 2018-2021,
which will, among other things, improve quality and reliability of service. The unsecured
obligation to guaranty repayment of the Horizon Loans will not further encumber Company
assets or affect the revenue requirement of its regulated operations.
7. A copy of the Applicant's most recent Annual Report showing the authorized and
outstanding classes of Applicant's securities is on file with the Commission, and the Applicant
respectfully requests the Commission take official notice thereof.
8. A certified copy of Columbine's Board of Directors' resolution authorizing the
proposed transactions and this Application to the Commission is attached hereto as Exhibit A.
9. A Proposed Order granting this Application is attached hereto as Exhibit B.
10. Notice of this Application will be published within seven (7) days of the date of
this Application in The Idaho Statesman (Boise). A copy of this Notice is attached as Exhibit C.
1 l. Applicant submits that the public interest does not require a hearing on this
matter, and it requests that the Commission process this Application and determine this matter by
Modified Procedure, pursuant to Rule 23 of the Commission's Rules of Practice and Procedure.
APPLICATION OF COLUMBINE TELEPHONE COMPANY,INC. - 2
(201 8 RTFC Loan Guaranty)
In the event the Commission determines that formal proceedings on this Application are
necessary, Applicant stands ready for immediate hearing.
12. Applicant has enclosed its filing fee, calculated pursuant to Section 6l-905,ldaho
Code, in the amount of $250.
13. All notices and communications with regard to this Application should be served
upon:
Michael C. Creamer
Jamie Caplan Smith
Givens Pursley LLP
601 W. Bannock Street
P. O.Box2720
Boise, ID 83701
Michelle Motzkus, Secretary
Columbine Telephone Company, Inc.
P.O. Box 226
Freedom, Wyoming 83120
[phone]
WHEREFORE, Applicant respectfully requests an Order of this Commission:
1. Granting the foregoing Application of Columbine Telephone Company, Inc. to
execute and deliver the Guaranty to RTFC; and
2. Granting such other relief as the Commission deems just and reasonable in this
matter.
DATED this 19th day of June,2018.
Michael C. Creamer
GIVENS PURSLEY LLP
Attorneys for Applicant Columbine Telephone
Company,Inc.
APPLICATION OF COLUMBINE TELEPHONE COMPANY,INC. -3
(2018 RTFC toan Guamnty)
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that on the 19th day of June,2018 I caused an original and 4
copies of the foregoing to be served upon:
Ms. Diane Hanian, Secretary
Idaho Public Utilities Commission
472 W . Washington Street
Boise, ID 83702
by hand delivering the same to the above-named at the address(s) as set forth above
APPLICATION OF COLUMBINE TELEPHONE COMPANY,INC. - 4
(2018 RTFC [.oan Guaranty)
EXHIBIT A
[Provided on enclosed disc]
COLUMBINE TELEPHONE COMPANY, INC.
CASE No. COL-T-18-01
ExHIBITA
EXHIBIT A
IProvided on enclosed discl
COLUMBINE TELEPHON E COMPANI' -IIC'
CAsE No- COL-T-18-01
EXHIBIT A
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EXHIBIT B
Michael C. Creamer (ISB # 4030)
Jamie Caplan Smith (lSB # 9919)
GIVENS PURSLEY LLP
601 W. Bannock Street
Boise, ID 83702
[phone]
[phone] (fax)
Attorneys for Columbine Telephone Company, Inc.
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE APPLICATION
OF COLUMBINE TELEPHONE
COMPANY, INC. FOR AUTHORITY TO
GUARANTY LOAN TO HORIZON
COMMUNICATIONS, INC. IN AN
Case No. COL-T-1801
PROPOSED ORDER
AMOUNT NOT TO EXCEED 59
On June 19,2018, Columbine Telephone Company, Inc. (hereinafter Applicant), filed an
Application for authority to execute an unsecured guaranty of payment (the "Guaranty") in favor
of the Rural Telephone Finance Cooperative ("RTFC") guaranteeing payment of certain term
loans from RTFC to Columbine's parent company Horizon Communications, Inc. ("Horizon") in
the aggregate amount of $9,444,444 (collectively the "Horizon Loans").
In support of said Application, Applicant alleges that the proceeds of the Horizon Loans
will be used, in part, to refinance a line of credit previously made by RTFC to Columbine and to
fund Columbine's capital expenditures for the years 2018-2021. Applicant further alleges that
the Guaranty is a condition of the Horizon Loans proposed to be made by RTFC, and that
secured guarantees by each of Columbine's sister companies also would be required.
After examining the Application and supporting documents and being fully advised in the
premises, the Commission hereby finds that a hearing in this matter is not required, and that the
proposed transaction is consistent with the public interest.
COLUMBINE TELEPHONE COMPANY, INC.
CASE No. COL-T-18-01
ExHIBIT B
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IT IS THEREFORE ORDERED that the Application of Columbine Telephone Company,
Inc. for authority to execute an unsecured guaranty of payment of certain term loans to Horizon
in an aggregate amount of $9,444,444 substantially in the form of that submitted to the
Commission and thereby guaranty payment of the Horizon Loans be, and is hereby granted.
DONE by Order of the Idaho Public Utilities Commission this _ day of
201
PAUL KJELLANDER, PRESIDENT
ERIC ANDERSON
KRISTINE RAPER, COMMISSIONER
ATTEST:
Diane Hanian
Commission Secretary
COLUMBINE TELEPHONE COMPANY, INC.
CASE No. COL-T-18-01
ExHrsITB
EXHIBIT C
LEGAL NOTICE OF COLUMBINE TELEPHONE COMPANY
APPLICATION FOR AUTHORITY TO GUARANTY LOAN
CASE NO. COL-T-I801
NOTICE IS HEREBY GIVEN that on June 19, 2018, Columbine Telephone Company, Inc. filed
with the Idaho Public Utilities Commission an Application for authority to guaranty certain term
loans in the principal amount of $9,444,444 to be made by the Rural Telephone Finance
Cooperative to the Applicant's parent company Horizon Communications, Inc.
The Application is on file with, and may be obtained from, the Commission, whose offices are
located at 427 W. Washington, Boise, Idaho 83702-5918 (208-334-0300), or may be viewed on
the Commission's homepage at: http://www.puc.idaho.gov/fileroom/cases/summary/tele.html.
Any person desiring to comment on said Application must file petitions or protests with the
Idaho Public Utilities Commission within fourteen (14) days of the filing date. If no protests are
received within this time limit, the Commission may consider the Application and enter its Order
without setting the matter for hearing. If written protests are filed with the Commission within
the time limit set, the Commission will consider the same and, in its discretion, may set a
hearing. Petitions or protests must be filed with: Diane Hanian, Secretary, Idaho Public Utilities
Commission,4T2 W. Washington Street, Boise, Idaho 83702.
Diane Hanian, Secretary
Idaho Public Utilities Commission
COLUMBINE TELEPHONE COMPANY, INC.
CASE No. COL-T-18-01
ExHrsrr C