20220302Final_Order_No_35330.pdf

ORDER NO. 35330 1

Office of the Secretary
Service Date
March 2, 2022 BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION

WESTEL LLC’S APPLICATION FOR
AUTHORITY TO GUARANTY A LOAN TO
INVOLTA, LLC IN AN AGGREGATE
AMOUNT NOT TO EXCEED $500,000,000
)
)
)
)
)
CASE NO. WSC-T-22-01

ORDER NO. 35330

On February 4, 2022, Westel LLC (“Company” or “Westel”), a subsidiary of Involta
LLC (“Involta”), applied under Idaho Code § 61-901 for authority to guaranty up to $500 million
in a loan facility to Involta (the “Guaranty”). The Company originally asked the Commission to
issue an order approving the Application by February 18, 2022.
Having reviewed the record, the Commission enters this Order approving the
Company’s Application as follows.
THE APPLICATION
The Company stated the Guaranty is for a loan for three separate credit facilities: (1) a
term loan for $125 million, with the purpose of refinancing other loans that are already outstanding;
(2) a delayed draw term loan for up to $50 million, with the purpose of building new capital
investments as needed; and (3) a revolving short-term loan for up to $20 million, with the purpose
to provide working capital as needed. Application at 1-2. The Company stated that the credit
facilities may be increased, additional facilities may be added, and that it expects that the total loan
amount could increase to up to $500 million. Id. at 2. The Company represented that the
overarching goal of these loan facilities is to refinance existing debts, and build additional capital
investments, liquidity, and other purposes as necessary by law. Id.
STAFF REVIEW
The Commission Staff (“Staff”) noted the loan facilities will allow Involta to lock in
lower interest rates that would be advantageous to customers due to lower cost. Staff Comments at
2. Staff observed that the terms of these loans are more favorable than the terms of the previous
agreement approved in Case No. WSC-T-20-01, and that the lower interest rates will reduce the
stress on Involta’s cashflows. Id. Staff also pointed out that although the Company is proposing to
execute the Guaranty, it is but one of Involta’s many subsidiaries that will be doing so. Id. Staff
noted the loan facilities are secured by over $110 million in real property assets, which also lessens
the risk to the Company. Staff believed that since most of the loan facilities would be used to
ORDER NO. 35330 2

refinance loans Involta already has, those facilities do not unreasonably threaten the Company’s
operations. Staff thus recommended that the Commission approve the Company’s proposed
Guaranty of the loan facilities.
FINDINGS OF FACT AND CONCLUSIONS OF LAW
Westel is an Idaho limited liability company, telephone corporation and public utility
organized under the laws of the State of Idaho providing telecommunication service, including
local exchange service within Idaho under a Second Amended Certificate of Public Convenience
and Necessity, Certificate No. 401. See Order No. 33121; see also 61-129, 62-603(13) & (14).
The Commission has jurisdiction over this Application under Idaho Code § 61-901, et
seq. Westel’s Application reasonably conforms to Rules 141 through 150 of the Commission’s
Rules of Procedure (IDAPA 31.01.01 .141- .150), and the Company has paid all fees required by
Idaho Code § 61-905. Based on its review of the record, the Commission finds the proposed
Guaranty is for a lawful purpose, is within Westel’s corporate powers, and is compatible with the
public interest. The Commission thus finds it reasonable to approve the proposed Guaranty. The
Commission’s approval of the Guaranty is not a finding of fact or a conclusion of law that the
particular use to which these funds are to be put is approved by this Order. This Order authorizing
the proposed Guaranty does not constitute a Commission determination or approval of the type of
financing or the related costs for ratemaking purposes. The Commission does not have before it
for determination in this case, and thus does not determine, the effect of issuance on rates to be
charged by Westel for telecommunication services.
ORDER
IT IS HEREBY ORDERED that Westel’s Application for authority to execute the
Guaranty for up to $500 million in loan facilities for the purposes and in the manner described in
the Application is approved.
IT IS FURTHER ORDERED that Westel shall file the terms of the proposed Guaranty
and loan facilities, and any later changes to their terms, with Staff upon issuance. This
informational filing should be made within seven days, or as soon as possible, before the issuance.
IT IS FURTHER ORDERED that issuing this Order does not constitute acceptance of
Westel’s exhibits or other material accompanying this Application for any purpose other than
issuing this Order.
ORDER NO. 35330 3

IT IS FURTHER ORDERED that nothing in this Order or any act or deed performed
in connection with this Order shall be construed to obligate the State of Idaho to pay or guarantee
any security authorized, issued, assumed or guaranteed under this Order.
IT IS FURTHER ORDERED that this authorization is without prejudice to the
Commission’s regulatory authority regarding rates, service, accounts, evaluation estimates or
determination of costs or any other matter that may come before the Commission pursuant to its
jurisdiction and authority as provided by law.
THIS IS A FINAL ORDER. Any person interested in this Order may petition for
reconsideration within twenty-one (21) days of the service date of this Order with regard to any
matter decided in this Order. Within seven (7) days after any person has petitioned for
reconsideration, any other person may cross-petition for reconsideration. See Idaho Code §§ 61-
626 and 62-619.
DONE by Order of the Idaho Public Utilities Commission at Boise, Idaho this 2nd day
of March 2022.

__________________________________________
ERIC ANDERSON, PRESIDENT

__________________________________________
JOHN CHATBURN, COMMISSIONER

__________________________________________
JOHN R. HAMMOND, JR., COMMISSIONER

ATTEST:

_________________________________
Jan Noriyuki
Commission Secretary

WSCT2201_final_rn