20240606Final_Order_No_36204.pdf

Office of the Secretary
Service Date
June 6,2024
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF QUESTAR GAS ) CASE NO. QST-G-23-01
COMPANY'S AND ENBRIDGE QUAIL )
HOLDINGS, LLC's JOINT APPLICATION )
FOR APPROVAL OF THE PROPOSED SALE ) ORDER NO. 36204
OF FALL WEST HOLDCO LLC TO )
ENDBRIDGE QUAIL HOLDINGS,LLC )
On October 20, 2023, Questar Gas Company ("Questar") dba Dominion Energy Utah and
Enbridge Quail Holdings,LLC("Enbridge") filed a copy of a Joint Notice and Application("Joint
Application") currently pending before the Utah Public Service Commission("UPSC")that seeks
approval of Enbridge's acquisition of Questar's parent company, Fall West Holdco LLC (the
"Transaction"). In response to the filing of the Joint Application, the Idaho Public Utilities
Commission ("IPUC") opened this case to review the Transaction as it relates to Questar's Idaho
customers—who are rate regulated by UPSC under a Contract for Regulatory Services between
the IPUC and UPSC.
On March 27, 2024, the IPUC issued a Notice of Application and Notice of Modified
Procedure, setting public comment and company reply deadlines. Staff filed the only comments.
On April 3, 2024, Staff conducted a Virtual Public Workshop. None of Questar's Idaho
customers or members of the public attended.
On April 10, 2024, the Commission held a customer hearing in Preston, Idaho. No
members of the public testified or otherwise participated in the hearing.
Having reviewed the record, the Commission issues this Order approving the Joint
Application as follows.
THE JOINT APPLICATION
The Joint Application outlines the multi-step corporate reorganization process by which
Questar will become a wholly owned subsidiary of Enbridge. If the Transaction is approved,
Questar will stay headquartered in Salt Lake City, Utah, and remain locally managed by many of
its current employees.
ORDER NO. 36204 1

STAFF COMMENTS
Staff intervened and formally participated in UPSC Docket No. 23-057-16,the proceeding
opened to review the Transaction in Utah. Staff participated in the drafting of a Commitment
Matrix and Settlement Stipulation ("Stipulation") in that proceeding to ensure Idaho's interests
were considered and reflected in the documents. After reviewing the Joint Application,
Commitment Matrix, and Stipulation, Staff recommended that the Commission revise the current
Contract for Regulatory Services ("CRS") with the UPSC and amend Certificate of Public
Convenience and Necessity ("CPCN")No. 315 due to Questar's change in ownership, contingent
upon the IPUC and UPSC's approval of the Transaction.
1. Regulatory History'
For the last 30 years, customers in Franklin County, Idaho, have received natural gas
services from a Utah based natural gas utility under Idaho CPCN at rates set by the UPSC. See
Order No. 23282 (issuing CPCN No. 315 to Mountain Fuel Supply Company and establishing the
CRS under which the UPSC rate regulated Idaho customers). Over the years, CPCN No. 315 was
amended to reflect changes in the name of the company providing gas service and its service
territory expansion. See e.g., Order No. 33367. Since 2016, the IPUC has required Questar to
provide notice of filings it makes with the UPSC. Order No. 33628.
2. Customer Notification and Public Outreach
On September 5, 2023, Dominion Energy announced that it had completed a sale process
and executed agreements to sell its three natural gas distribution companies to Enbridge. The sale
includes Questar and Wexpro Company, which provide service to Idaho, Utah, and Wyoming
customers. Dominion Energy Utah will be rebranded to Enbridge Gas Utah with messaging
matched to its different customer classes.
3. Current Regulatory Considerations
Updates to CPCN No. 315 the CRS
Contingent upon approval of the Stipulation by UPSC and completion of the Transaction,
Staff recommended amending CPCN No. 315 to reflect the applicable Company name changes
'Due to the unusual regulatory framework governing Questar,Staff provided a short overview of the development of
that framework to inform understanding of Staff s recommendations.
ORDER NO. 36204 2

and references to prior Commission Orders.2 Similarly, Staff recommended the current CRS be
continued with essentially the same terms,but updated to reflect applicable name changes, current
addresses, and phone numbers for the parties.
Consumer Support
Staff observed that Questar's Idaho customers receive support for consumer issues through
the same process as Utah customers. Idaho customers needing assistance should contact Questar
Gas Customer Service via an 800-number or Questar's website. Issues that cannot be resolved
informally with Questar may be presented to the Utah Division of Public Utilities telephonically
or via the Division's website. Questar customers who contact the IPUC Consumer Assistance
group will be provided with contact information for both Questar and the Utah Division of Public
Utilities after an IPUC Utilities Investigator obtains limited information from the customer.
Pipeline Safety
Under the current CRS, the IPUC Pipeline Safety Section supervises Questar Gas's
facilities in Idaho. Staff recommended that IPUC Pipeline Safety Section maintain this supervision
going forward.
4. Customer Benefits and Notification
Idaho Customer Benefits
The Joint Application described a number of benefits customers would recognize if the
Transaction is approved. Enbridge owns and operates the largest North American natural gas
utility by volume, giving Questar the benefit of the financial resources of a natural gas focused
parent company. However, Questar will stay headquartered in Salt Lake City, Utah, and remain
locally managed by many of its current employees. Thus, customers will continue doing business
with people they have interacted with in the past.
Additionally, Questar represented that it will not seek recovery of any associated
transaction and goodwill costs from its customers in rates. Moreover, Questar indicated that it will
also include a summary showing Wexpro production by location and natural gas purchases by
pipeline interconnect hub within its Integrated Resource Plan. In the next two general rate cases,
Questar will refrain from seeking recovery on a per customer basis for increases above the amount
reflected in the Commitment Matrix for ordinary operating, maintenance, and administrative and
z Based upon informal communications with Enbridge's counsel, "Questar Gas Company" is the legal name of the
entity that will hold title to the gas system assets. This company will operate in Idaho under the dba"Enbridge Gas
Idaho."
ORDER NO. 36204 3

general expenses. Certain ring-fencing structures and financial commitments will also be
established. Compliance with these commitments will be demonstrated in reports filed with the
UPSC.
During its review of the Joint Application, Staff determined that an Energy Assistance
charge of$0.01176 per Dth (dekatherm = 10 therms) included in the Questar's tariff should not
apply to Idaho customers. While developing the Commitment Matrix, parties in the UPSC case
agreed to eliminate the Energy Assistance charge for Idaho customers. Using data supplied by
Questar for the IPUC fiscal years 2017-2023, Staff determined that the average General Service
("GS") customer consumed approximately 74.11 Dth (dekatherms) of natural gas yearly.
Elimination of the charge will save the average Idaho GS customer approximately$0.87 annually.
If the Transaction is approved, Questar's tariff and billing system will exclude Idaho customers
from this charge going forward. The Company's tariff also included a Sustainable Transportation
Energy Plan surcharge of$0.00346 per Dth that is due to sunset in June of 2024 reducing Utah
and Idaho customers charges by this amount.
The Commitment Matrix also provides for a credit to the revenue requirement in the 2024
Infrastructure Replacement Investment Tracker of $275,000. This will reduce the potential
increase in rates for customers. EQ Holdings, in consultation with local Questar management,will
make a charitable contribution of$2,000 to a charitable organization in Idaho, in the calendar year
when the closing occurs.
Staff indicated that it will monitor and review the tariff change process to verify completion
of the Idaho specific terms. This process review will be coordinated within the Utah process. In
sum, Staff believed the proposed Stipulation and Commitment Matrix are reasonable and in the
public interest.
DISCUSSION AND FINDINGS
Questar is a gas corporation and public utility subject to the Idaho Commission's
jurisdiction pursuant to Idaho Code §§ 61-117 and -129. The CRS allows application of rates,
charges and service regulations adopted by the UPSC to Questar's Idaho customers if certain
parameters (protecting Idaho customers) are met. We maintain all other authority granted to the
IPUC by the Idaho Legislature under Title 61 of Idaho Code.
Based on our review, we find that Enbridge has the necessary financial, managerial and
technical qualifications to operate Questar. Enbridge has experience operating large natural gas
ORDER NO. 36204 4

utilities and access to financial resources that will benefit Idaho customers.Additionally,Questar's
local operations will remain headquartered in Salt Lake City, Utah, and largely staffed by its
existing employees, so Idaho customers will continue receiving service from the same experienced
personnel that they have worked with in the past.
Moreover, Staff s involvement in the development of the Commitment Matrix and
Stipulation has ensured the document contains provisions providing for the continued safe,
reliable, and adequate service in Idaho along with ring fencing provisions safeguarding Idaho
customers. The Energy Assistance charge included in the Questar's tariff will not apply to Idaho
customers going forward.With the sunset of the Sustainable Transportation Energy Plan surcharge
in June of 2024 and the credit to revenue requirement in the Infrastructure Replacement Investment
Tracker,Idaho customers may see their bills decrease further. In addition to lower customer billing
rates, EQ Holdings will make a $2,000 contribution to a charitable organization in Idaho. Staff s
monitoring of the tariff revision process will ensure completion of these terms. Accordingly, we
find Enbridge's acquisition of Questar is just, reasonable and in the public interest.
Enbridge's acquisition of Questar, however, presents a few additional regulatory issues.
The first relates to CPCN No. 315,which currently authorizes Questar to hold and operate a general
natural gas transmission and distribution system in Franklin County, Idaho. See Order No. 33367
(issuing the Second Amended Certificate No. 315). Gas corporations must obtain a CPCN to
provide service in Idaho. See Idaho Code §§ 61-526, -527. This document should be issued to the
public utility constructing the gas system or providing services and accurately describe the service
territory of the utility. Staff noted that the Transaction could necessitate an amendment CPCN No.
315 to ensure that the document reflects the correct name of the utility providing gas service going
forward. However, because Questar will remain the legal entity holding title to the gas system
assets subject to CPCN No. 315, no such amendment is necessary.
Second, we must address the regulatory framework that will govern Questar's future
operations in Idaho. As stated previously, Questar's Idaho customers receive service under rates,
charges and service regulations adopted by the UPSC pursuant to the CRS. However, the CRS
authorizing this relationship was formed in 2016. Since then, changes have occurred that are not
reflected in the existing CRS. For example,the IPUC's offices are no longer located at the address
listed in the existing CRS. This makes the formation of an updated contract for regulatory services
reasonable.
ORDER NO. 36204 5

Accordingly, consistent with the criteria laid out in Idaho Code § 61-505(3), we find that:
1) the continued provision of natural gas utility service to Franklin County by Questar and any
successor is in the public interest; 2) it is impractical or not in the public interest for the
Commission to conduct proceedings for Questar's operation in Franklin County separate from
proceedings conducted by UPSC for Questar ratepayers located in Utah; 3) Questar's Idaho
customers located in Franklin County have full rights of participation in hearings conducted by
UPSC and the same rights as Utah customers have to pursue service-related issues against Questar;
and 4)the rates,charges and services applicable to Questar's Idaho customers are not less favorable
than those of Questar' s customers located in Utah. Additionally, as the case with our prior CRS,
Idaho's winter moratorium Rule 306, IDAPA 31.21.01.306, shall apply to Questar's customers
located in Idaho. Consequently,we find that it is in the public interest for us to execute the updated
CRS.
We further find it fair, just, and reasonable to authorize the IPUC President to sign the
updated CRS on behalf of the IPUC. An unsigned form of the CRS is attached to this Order as
Exhibit 1. Additionally, we direct Staff to present the updated CRS to the UPSC for its
consideration and execution.
Furthermore,to maintain appropriate regulatory oversight consistent with Title 61 of Idaho
Code, we direct Questar to notify the IPUC by letter when it files notices, applications, requests,
etc.,with the UPSC. This will prevent unnecessary duplication of dockets,but still allow the IPUC
to follow proposed business decisions made by Questar that impact Idaho customers.
ORDER
IT IS HEREBY ORDERED that the IPUC President is authorized to sign the updated CRS
on behalf of the IPUC, an unsigned form of which is attached to this Order.
IT IS FURTHER ORDERED that IPUC Staff shall forward a copy of the CRS signed by
the IPUC President to the UPSC for consideration and execution.
IT IS FURTHER ORDERED that Questar shall promptly provide the IPUC with copies of
all documents it files with UPSC related to the permitting, construction,and operation of Questar's
gas system.
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 about any matter
ORDER NO. 36204 6

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.
DONE by Order of the Idaho Public Utilities Commission at Boise, Idaho this 6th day of
June 2024.
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ERIC ANDERSON, PRESIDENT
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ORDER NO. 36204 7

Exhibit No. 1
CONTRACT FOR REGULATORY SERVICES
This contract is entered into by and between the IDAHO PUBLIC UTILITIES
COMMISSION (hereinafter IPUC),whose principal office is located at 11331 W. Chinden Blvd.
Building 8, Suite 201-A, Boise, ID 83714, telephone [phone], and the UTAH PUBLIC
SERVICE COMMISSION (hereinafter UPSC), whose principal office is located at 160 East 300
South, Salt Lake City,Utah 84111, telephone [phone].
WHEREAS, IPUC has the power and authority pursuant to Idaho Code § 61-505(2) to
"contract with the regulatory agencies of neighboring states to . . . set rates and charges for
customers in Idaho located in or near border communities served by utilities principally located
in"neighboring states, and,
WHEREAS, Questar Gas Company ("Questar"), whose principal office is located at 180
East First South,PO Box 11368, Salt Lake City,Utah 84139, serves natural gas customers in Utah,
Wyoming, and Idaho, and,
WHEREAS, Questar is a public utility regulated by UPSC, and,
WHEREAS, IPUC has found that the provision of utility service to customers in Franklin
County,Idaho,by Questar is in the public interest and has issued Certificate of Public Convenience
and Necessity No. 315 to Questar, and,
WHEREAS,the IPUC and UPSC previously entered into a contract for regulatory services
dated August 1990 and March 2016, and,
WHEREAS, the IPUC shall maintain its pipeline safety supervision over Questar's
facilities located in Idaho, and,
WHEREAS, IPUC has found that it is impractical or not in the public interest to conduct
regulatory proceedings for affected Idaho residents separate from the proceedings conducted by
UPSC for Questar's Utah ratepayers, and,
WHEREAS, Questar's parent, Dominion Resources, Inc., and Enbridge Quail Holdings,
LLC ("EQ Holdings") have entered into an Agreement, by which (if approved) Questar will
become a wholly owned subsidiary of EQ Holdings and Questar will subsequently do business in
Idaho as Enbridge Gas Idaho.
Exhibit No. 1

WITNESSETH:
1. Scope. The IPUC and UPSC hereby contract and agree that the rates, charges and
service regulations adopted by UPSC for Questar in Utah shall be applied to similarly situated
customers served by Questar in Idaho and that the findings, decisions and orders of the UPSC are
presumptively correct and will take effect according to the terms of the order of the UPSC, with
review as provided by Idaho Code § 61-505(4). Idaho residents who receive utility service from
Questar will be accorded full rights of representation and participation in the hearings conducted
by UPSC concerning Questar as well as the same rights that Utah customers have to pursue service-
related issues. The rates, charges and service regulations for Idaho customers will not be less
favorable than those of similarly situated Utah customers.
2. Winter Moratorium. It is further agreed that Idaho customers of Questar will be subject
to Rule 306 of the IPUC Customer Relations Rules for Gas, Electric, and Water Public Utilities,
IDAPA 31.21.01.306,which provides restrictions on termination of natural gas service during the
winter months of December through February.
3. Revenue, Expenses, Service. UPSC agrees to include the revenue, investment and
expenses of Questar's Idaho service territory in its calculation of rates and charges for Questar.
UPSC agrees to place the IPUC on its service lists for any cases involving Questar so that IPUC
may receive all orders, notices, etc. that are issued in cases that involve Questar.
4. Toll-Free Number. UPSC agrees to provide toll-free telephone access to Idaho
customers of Questar to contact the UPSC.
5. Term and Renewal. It is the intent of IPUC and UPSC that this contract have an initial
term of one (1) full calendar year from June 1, 2024, and shall be renewed automatically for
additional one (1)year terms, subject to the Termination provision below.
6. Termination. Either party may provide written notice of termination of this contract
prior to the expiration of the initial term or each one (1)year renewal term. Such termination will
be effective upon delivery of the written notice of termination. This contract may be discontinued
and terminated pursuant to the applicable laws of either Idaho or Utah.
7. IPUC Review. IPUC may review this contract or rates applied to Idaho residents
pursuant to this contract upon petition of Idaho customers of Questar upon the conditions provided
by Idaho Code § 61-505(4), namely: a showing that all remedies with the UPSC have been
Exhibit No. 1

exhausted,that all remedies with Questar have been exhausted and that Idaho customers have been
discriminatorily, preferentially or otherwise unlawfully treated by the UPSC.
8. Written Notice. Any notice given in connection with this contract shall be in writing
and shall be delivered either by hand to the other party, by certified mail, postage prepaid, return
receipt requested, to the addressee provided below or by facsimile transmission to the other party
at the facsimile number below. Notice shall be deemed delivered immediately upon personal
service or facsimile transmission or forty-eight(48)hours after depositing notice or demand in the
United States mail. Either party may change its address by giving written notice of the change to
the other party.
TO: TO:
Commission Secretary Utah Public Service Commission
Idaho Public Utilities Commission 160 East 300 South
P.O. Box 83720 Salt Lake City, UT 84111
Boise, ID 83720-0074 Telephone: [phone]
secretM(u,puc.idaho.f4ov FAX: [phone]
ATTN: Commission Secretary
Street Address for Express Mail:
11331 W. Chinden Blvd.
Building 8, Suite 201-A
Boise, ID 83714
9. Headings. The headings have been inserted for convenience solely and are not to be
considered when interpreting the provisions of this contract.
10. Counterparts. This contract may be executed in two (2) or more counterparts, each of
which shall be deemed an original but all of which together shall constitute one and the same
instrument.
11. Sovereign Immunity. Nothing in this contract shall be construed as a waiver of Idaho's
or Utah's sovereign immunity, which immunity is hereby expressly reserved.
12.Entire Agreement. This Agreement constitutes the entire agreement between the parties
hereto with respect to the subject matter hereof and supersedes all prior agreements and
understandings,both written and oral,between the parties with respect to the subject matter hereof.
Exhibit No. 1

DATED this day of June 2024.
IDAHO PUBLIC UTILITIES COMMISSION
By:
Eric Anderson, President
UTAH PUBLIC SERVICE COMMISSION
By:
Chairman
Exhibit No. I