20230614Application.pdf

APPLICATION OF COLUMBINE TELEPHONE COMPANY,INC.-1
Elizabeth A. Koeckeritz (ISB # 7670)
GIVENS PURSLEY LLP
601 W. Bannock Street
P.O. Box 2720
Boise, ID 83701
[phone]
[phone] (fax)
Attorney 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
LOANS IN AN AMOUNT NOT TO EXCEED
$64,777,106
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Case No. COL-T-23-01
APPLICATION OF COLUMBINE
TELEPHONE COMPANY
Columbine Telephone Company, Inc. ("Columbine" or "Applicant"), by and through its
attorneys Givens Pursley LLP, makes this Application pursuant to Idaho Code § 61-901 and
IDAPA 31.01.01.141-147 for authority to execute guarantee of payment (the “Guarantee”) in favor
of the Rural Telephone Finance Cooperative (“RTFC”) guaranteeing payment of a certain term
loan to Columbine’s parent company Horizon Communications, Inc. (“Horizon”) in the amount of
$64,777,106. The loan consists of four separate debt facilities, one the in the amount of $8,000,000
(“Note A”), one in the amount of $18,054,742 (“Note B”), one in the amount of $23,722, 364
(“Note C”), and one in the amount of $15,000,000 (“Note D”) (Note A, Note B, Note C and Note
D, collectively, the “Horizon Loan”). The guarantee for Note A, Note B and Note D is unsecured.
The guarantee for Note C will be secured by a Restated Mortgage and Security Agreement. In
support of its Application, Columbine states as follows:
1. 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
RECEIVED
Wednesday, June 14, 2023 11:27:07 AM
IDAHO PUBLIC
UTILITIES COMMISSION
APPLICATION OF COLUMBINE TELEPHONE COMPANY,INC.-2
(“Gold Star”), and Millennium Networks, LLC, a Wyoming limited liability company
(“Millennium”) (collectively the “Horizon Subsidiaries”), is a wholly-owned subsidiary of
Horizon.
3. The Guarantee is a condition of the Horizon Loan. The Horizon Loan will be used
to finance Horizon’s budgeted capital expenditures, to finance expenditures for a fiber-to-the-
home project in Rexburg, Idaho, and to finance or refinance the seller loan and certain other
existing RTFC lines of credit used to finance or refinance the purchase of telecommunications
network assets in Ada County, Idaho. The material terms of the Horizon Loan are set forth in the
Conditional Loan Commitment Letter from RTFC to Horizon dated December 15, 2022 (“Note A,
Note B and Note C Commitment Letter”), the Conditional Loan Commitment Letter from RTFC
to Horizon dated April 12, 2023 (“Note D Commitment Letter”) and proposed Loan Agreement
between RTFC and Horizon. Copies of the Commitment Letters, the proposed Loan Agreement,
the proposed form of Guarantee, and the proposed form of Restated Mortgage and Security
Agreement for Note C are being submitted contemporaneously with this Application as
confidential information for Commission and Commission Staff review.
4. Columbine is required to provide an unsecured guaranty for Note A, Note B and
Note D. Columbine’s other sister companies, Silver Star Telephone Company, Inc., Gold Star
Communications, LLC and Millennium Networks, LLC are required to provide secured guarantees
for Note A, Note B and Note D.
5. Columbine is required to provide a secured guaranty for Note C. Columbine’s other
sister companies, Silver Star Telephone Company, Inc., Gold Star Communications, LLC and
Millennium Networks, LLC are required to provide secured guarantees for Note C. The Horizon
Loans will be furthered secured by first priority liens on Horizon assets.
6. Columbine submits that the proposed transactions are consistent with the public
interest and necessary for Columbine’s performances of service as a certificated telephone
corporation. The Horizon Loan will be used in part to fund Columbine’s capital expenditures for
the years 2023-2026, which will, among other things, improve quality and reliability of service.
Note C will also be used to finance capital expenditures for a fiber-to-the-home project in Rexburg,
Idaho and the surrounding areas. Note D will be used to finance or refinance the acquisition of
certain telecommunications assets in Ada County, Idaho, which will improve quality and reliability
of service.
APPLICATION OF COLUMBINE TELEPHONE COMPANY,INC.-3
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’ resolutions authorizing the
proposed transactions and this Application to the Commission is being submitted
contemporaneously with this Application as confidential information.
9. A Proposed Order granting this Application is attached hereto as Exhibit A.
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 B.
11. 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 Rules 22 and 144 of the Commission's Rules of Practice and
Procedure. In the event the Commission determines that formal proceedings on this Application
are necessary, Applicant stands ready for immediate hearing.
12. Applicant further requests expeditious action pursuant to Rule 145 of the
Commissioner’s Rules of Practice, and requests that this Commission issue an order approving the
Guaranty no later than July 15, 2023.
13. Applicant has enclosed its filing fee, calculated pursuant to Section 61-905, Idaho
Code, in the amount of $1,000.
14. All notices and communications with regard to this Application should be served
upon:
Elizabeth Koeckeritz
Givens Pursley LLP
601 W. Bannock Street
P. O. Box 2720
Boise, ID 83701
Michelle Motzkus, Secretary
Columbine Telephone Company, Inc.
P.O. Box 226
Freedom, Wyoming 83120
[phone]
APPLICATION OF COLUMBINE TELEPHONE COMPANY,INC.-4
WHEREFORE, Applicant respectfully requests an Order of this Commission:
1. Granting the foregoing Application of Columbine Telephone Company, Inc. to
execute and deliver the Guarantee to RTFC as requested herein; and
2. Granting such other relief as the Commission deems just and reasonable in this
matter.
DATED this 14th day of June, 2023.
/s/ Elizabeth A. Koeckeritz
Elizabeth A. Koeckeritz
GIVENS PURSLEY LLP
Attorneys for Applicant Columbine Telephone
Company, Inc.
APPLICATION OF COLUMBINE TELEPHONE COMPANY,INC.-5
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that on the 14th day of June, 2023 I caused an original of the
foregoing to be served upon:
Jan Noriyuki
Commission Secretary
Idaho Public Utilities Commission
11331 W. Chinden Blvd. Building 8, Suite 201-A
Boise, ID 83714
E-mail: [e-mail]
by e-mailing the same to the above-named at the last known address(s) as set forth above.
/s/ Elizabeth A. Koeckeritz
Elizabeth A. Koeckeritz
COLUMBINE TELEPHONE COMPANY,INC.
CASE NO.COL-T-23-01
EXHIBIT A
Elizabeth A. Koeckeritz (ISB # 7670)
GIVENS PURSLEY LLP
601 W. Bannock
P.O. Box 2720
Boise, ID 83701
[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. TO GUARANTY
LOANS IN AN AMOUNT NOT TO
EXCEED $64,777,106
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Case No. COL-T-23-01
PROPOSED ORDER
On June 12, 2023, Columbine Telephone Company, Inc. (hereinafter Applicant), filed an
Application for authority to provide guarantees of payment (the “Guarantee”) in favor of the Rural
Telephone Finance Cooperative ("RTFC") guaranteeing payment of a term loan from RTFC to
Columbine’s parent company Horizon Communications, Inc. (“Horizon”) in the amount of
$64,777,106. The loan consists of four separate debt facilities, one the in the amount of $8,000,000
(“Note A”), one in the amount of $18,054,742 (“Note B”), one in the amount of $23,722, 364
(“Note C”), and one in the amount of $15,000,000 (“Note D”) (Note A, Note B, Note C, and Note
D collectively, the “Horizon Loan”). The guarantee for Note A, Note B and Note D is unsecured.
The guarantee for Note C will be secured by a Restated Mortgage and Security Agreement.
In support of said Application, Applicant alleges that the proceeds of Horizon Loan will be
used to finance Horizon’s capital expenditures for the years 2023-2026 and to finance capital
expenditures for a fiber-to-the-home project in Rexburg, Idaho and the surrounding areas, and to
finance or refinance the purchase of certain telecommunications assets in the Boise, Idaho area.
Applicant further alleges that the Guarantee is a condition of the Horizon Loan proposed to be
made by RTFC, and that guarantees by each of Columbine’s sister companies also will be required.
COLUMBINE TELEPHONE COMPANY,INC.
CASE NO.COL-T-23-01
EXHIBIT A
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.
IT IS THEREFORE ORDERED that the Application of Columbine Telephone Company,
Inc. for authority to provide: (i) an unsecured guaranty for Note A to Horizon in an amount not to
exceed $8,000,00; (ii) an unsecured guaranty for Note B to Horizon in an amount not to exceed
18,054,742; (iii) a secured guaranty for Note C to Horizon in an amount not to exceed $23,722,364;
and (iv) an unsecured guaranty for Note D to Horizon in an amount not to exceed $15,000,000 in
substantially in the form of that submitted to the Commission and thereby guaranty payment of
the Horizon Loan be, and is hereby granted.
DONE by Order of the Idaho Public Utilities Commission this ____ day of
_____________, 202__.
PAUL KJELLANDER, PRESIDENT
KRISTINE RAPER, COMMISSIONER
ERIC ANDERSON, COMMISSIONER
ATTEST:
Jan Noriyuki
Commission Secretary
COLUMBINE TELEPHONE COMPANY,INC.
CASE NO.COL-T-23-01
EXHIBIT B
LEGAL NOTICE OF COLUMBINE TELEPHONE COMPANY
APPLICATION FOR AUTHORITY TO GUARANTY LOAN
CASE NO. COL-T-23-01
NOTICE IS HEREBY GIVEN that on June 12, 2023, Columbine Telephone Company filed with
the Idaho Public Utilities Commission an Application for authority to guaranty one loan in the
principal amount of $64,777,106 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 11331 W. Chinden Blvd., Building 87, Suite 201-A, Boise, Idaho 83714 (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: Jean Jewell, Secretary, Idaho Public Utilities Commission, 11331 W. Chinden Blvd.
Building 8, Suite 201-A, Boise, Idaho 83714.
Jan Noriyuki, Secretary
Idaho Public Utilities Commission