20170221Application.pdf

Michael C. Creamer (ISB # 4030)
GryENS PURSLEY LLP
277 North 6th Street, Suite 200
P.O.Box2720
Boise, ID 83701
[phone]
[phone] (fax)
Attorneys for Fremont Telcom Co., dba Blaclcfoot
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
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IN THE MATTER OF THE APPLICATION
OF FREMONT TELCOM CO. FOR
AUTHORITY TO REFINANCE
PREVIOUSLY AUTHORIZED DEBT WITH
COBANK, ACB
Case No. FRE-T-17-01
APPLICATION OF FREMONT
TELCOM CO.
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Fremont Telcom Co. dba Blackfoot ("Applicant"), by and through its attorneys Givens
Pursley LLP, makes this Application pursuant to Idaho Code $ 6l-901 and IDAPA
31.01.01.141-147 for authority to execute an amended master loan agreement and other
instruments of security with CoBank, ACB ("CoBank") to refinance an existing loan with
CoBank. In support of its Application, Applicant states as follows:
1. Fremont is a certificated telephone corporation organized under the laws of the
State of Idaho providing telecommunication services, including local exchange service, within
the state of Idaho as Blackfoot.
2. Fremont is wholly-owned by BTC Holdings, Inc., a Montana Corporation, which,
in turn, is wholly owned by Blackfoot Telephone Cooperative, lnc., a Montana corporation
("Blackfoot Telephone").
3. Blackfoot Telephone and CoBank have agreed to certain terms by which
Blackfoot Telephone would refinance its existing CoBank loan, which existing loan was
approved by this Commission in Order 32710 on January 8,2013, as supplemented March 20,
2013 (the *2013 Loan). As part of the 2013 Loan, Blackfoot Telephone was required to pledge
Fremont's assets as collateral to CoBank.
APPLICATIoN oF FREMONT TELCOM CO. I
4. Loan proceeds from the refinancing would be available in a single advance to
refinance the 2013 Loan, pay related origination fees and for general corporate purposes.
Fremont will continue to pledge its assets to CoBank as part of the refinancing.
5. At closing Blackfoot Telephone and Fremont would be required to, among other
things, execute: l) an Amended and Restated First Supplement to the existing Master Loan
Agreement; 2) a revised Promissory Note; and 3) a non-recorded Amendment and Reaffirmation
Agreement amending and reaffirming the existing CoBank Mortgage and Security Agreement.
6. Material terms and further details of the transaction are contained the
Commitment Letter dated February 16,2017, a copy of which is being submitted on a CD
contemporaneously with this Application as confidential information for Commission and
Commission Staff review. Because CoBank has not yet finalized and presented the forms of
loan documents to Applicant, Applicant will supplement the information included with this
Application with copies of the loan documents as soon as they are obtained from CoBank.
7. Applicant submits that the proposed transaction is consistent with the public
interest. The loan refinance will not further encumber Fremont Telcom Co assets or affect the
revenue requirement of its regulated operations in Idaho.
8. 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.
9. A Proposed Order granting this Application is attached hereto as Exhibit A.
10. Notice of this Application in substantially the form of Exhibit B hereto will be
published within seven (7) days of the date of this Application in Post Falls Register (Idaho
Falls).
I l. Expeditious action is appropriate so as to accommodate Applicant's and
CoBank's desire to close the transaction by February 28,2017.
12. All fees required to be paid by Idaho Code $ 6l -905 have been tendered to the
Commission contemporaneously with this Application.
APPLICATIoN oF FREMONT TELCOM CO - 2
13. All notices and communications with regard to this Application should be served
upon:
Michael C. Creamer
Givens Pursley LLP
601 W. Bannock Street
P.O.Box2720
Boise,ID 83701
mcc@ givenspursley. com
Jason Williams
Chief Executive Officer
l22l North Russell Street
Missoula, MT 59808
406-541-54s4
jwilliams@blackfoot. com
WHEREFORE, Applicant respectfully requests an Order of this Commission:
1. Granting the foregoing Application to refinance an existing CoBank loan as
requested herein;
2. Authorizing the Applicant to execute and deliver the instruments described herein
together with such other documents as may reasonably be required to consummate the
transaction; and
2. Granting such other relief as the Commission deems just and reasonable in this
matter. .n-
DATED U" l'lffiof February,2017.
C. Creamer
GIVENS PURSLEY LLP
Attorneys for Applicant Fremont Telcom Co
AppLrcATroN oF FREMoNT TELCoM co -3
CERTIFICATE OF SERVICE
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, t I IIEREBY CERTIFY that on b" l7L day of February, 2Ol7 I caused an original and
:t- copies of the foregoing to be served upon:
Diane Hanian, Secretary
Idaho Fublic Utilities Commission
472W. Washington Steet
Boise,ID 83702
by hand delivering the same to the above-named at the last known address(s) as set forth above.
Michael C. Creamer
APPLICATIoN oT TnEMoNT TELCOM CO.4
Michael C. Creamer (ISB # 4030)
GIVENS PURSLEY LLP
277 North 6th Street, Suite 200
P.O.Box2720
Boise,ID 83701
[phone]
[phone] (fax)
Attorneys for Fremont Telcom Co., dba Blackfoot
BEFORE THE IDAIIO PUBLIC UTILITIBS COMMISSION
IN THE MATTER OF THE APPLICATION
OF FREMONT TELCOM CO. FOR
AUTHORITY TO REFINANCE
PREVIOUSLY AUTHORZED DEBT
WITH COBANK, ACB
CaseNo. FRE-T-I7-01
PROPOSED ORDER
On February 17,2017 , Fremont Telcom Co. (hereinafter "Applicant"), filed an
Application for authority to refinance an existing loan from CoBank, ACB ("CoBank") through
amended instruments of security. Total borrowing would not exceed $33,200,000.
In support of said Application, Applicant alleges that the proceeds of the new CoBank
loan to will be to refinance an existing loan previously approved by this Commission in Order
32710 on January 8,2013, as supplemented March 20,2013, to pay loan origination fees and for
general corporate purposes. No additional assets of Applicant will be encumbered or pledged as
security for the new loan.
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 Fremont Telcom Co. for
authority to borrow and from CoBank in an amount not to exceed $33,200,000, and to execute
FREMoNT TELCOM Co.
CASE NO. FRE-T-I7-OI
EXHIBITA
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and deliver such instruments and other documents as may reasonably be required to consummate
the CoBank loan transaction is hereby GRANTED.
DONE by Order of the Idaho Public Utilities Commission this _ day of
2017
PAUL KJELLANDER, PRESIDENT
KRISTINE RAPER, COMMIS SIONER
ERIC ANDERSON, COMMISSIONER
ATTEST:
Diane Hanian
Commission Secretary
FREMoNT TELCoM Co.
CASE NO. FRE-T.I7-01
EXHIBITA
LEGAL NOTICE OF FREMONT TELCOM CO. DBA BLACKFOOT
APPLICATION FOR AUTHORITY TO REFINANCE LOAII
CASE NO. FRE-T-I7-OI
NOTICE IS HEREBY GIVEN that on February 17,2017, Fremont Telcom Co. filed with the
Idaho Public Utilities Commission an Application for authority to borrow to refinance an
existing loan from CoBank, ACB in an amount not to exceed $33,200,000.
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: hmp://www.puc.idaho.gov/fileroom/cases/summa{v/tele.hnnl.
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
FREMoNT TELCoM Co.
CASE NO. FRE.T.I7.OI
EXHIBIT B