HomeMy WebLinkAbout20240812Compliance Filing.pdf RECEIVED
Monday, August 12, 2024
IDAHO PUBLIC
UTILITIES COMMISSION
IDAP.O.B POWER COMPANY� P.O.BOX 70
BOISE,IDAHO 83707
An IDACORP Company
Cheryl W.Thompson
Corporate Secretary
August 12, 2024
Monica Barrios-Sanchez
Commission Secretary
Idaho Public Utilities Commission
11331 W. Chinden Blvd.
Building 8, Suite 201-A
Boise, ID 83714
Re: In the Matter of the Application of Idaho Power Company for an
Order Authorizing the Issuance and Sale of up to $1,200,000,000
of First Mortgage Bonds and Debt Securities
Case No. IPC-E-24-05
Dear Monica:
On August 12, 2024, Idaho Power Company issued $300 million of secured Medium-
Term Notes ("MTNs") for a 10-year term at an annual interest rate of 5.20%, as authorized under
the Commission's Order No. 36092 in the above referenced case.
Enclosed for electronic filing with the Commission in connection with the issuance of the
MTNs are the Final Term Sheet and Pricing Supplement No. 3 for the MTNs.
Please contact me at (208) 288-2415 or cthompson@idahol2ower.com if you have any
questions regarding this filing.
Sincerely,
om on �✓
Cheryl 1� ps
cc: Terri Carlock
Utilities Division Administrator
(00352210.DOC;21 P.O. Box 70 Boise,ID 83 70 7
Telephone(208)388-2415,cthompson@Jdahopower.com
ATTACHMENT 1
Filed pursuant to Rule 433
Registration No.333-264984
August 7,2024
Final Term Sheet
5.20%First Mortgage Bonds due 2034(the"Notes")
Secured Medium-Term Notes,Series M
IDAHO POWER COMPANY
Issuer:Idaho Power Company Interest Payment Dates:February 15 and August 15,commencing
February 15,2025
Trade Date:August 7,2024
Redemption:As specified in Pricing Supplement No.3 dated August 7,
Original Issue Date/Settlement Date:August 12,2024,which is the third 2024
business day following the Trade Date,or"T+3."Under Rule 15c6-1 under
the Exchange Act,trades in the secondary market generally are required to Make-whole Call:Prior to May 15,2034,the greater of
settle in one business day,unless the parties to any such trade expressly . (a)the sum of the present values of the remaining scheduled
agree otherwise.Accordingly,purchasers who wish to trade the Notes prior payments of principal and interest thereon discounted to the
to the first business day before delivery of the Notes hereunder will be redemption date(assuming the Notes matured on the Par Call
required,by virtue of the fact that the Notes initially settle in T+3,to Date)on a semi-annual basis(assuming a 360-day year
specify an alternate settlement arrangement at the time of any such trade to consisting of twelve 30-day months)at the Treasury Rate plus
prevent a failed settlement 20 basis points less(b)interest accrued to the date of
Principal Amount:$300,000,000 redemption,and
Original Interest Accrual Date:August 12,2024 100%of the principal amount of the Notes to be redeemed,
Price to Public:99.938%of Principal Amount,plus accrued interest,if any, plus,in either case,accrued and unpaid interest thereon to the
from the Original Issue Date redemption date.
Purchasers'Discount:0.650% Par Call:On or after May 15,2034, 100%of the principal amount to be
redeemed
Proceeds to the Company:99.288%
Maturity Date:August 15,2034
Interest Rate:5.20%per annum
CUSIP:45138L BK8
Anticipated Ratings:*
Purchasers:
Standard&Poor's Ratings Services:"A-"
Moody's Investors Service:"A2" J.P.Morgan Securities LLC($75,000,000)
BofA Securities,Inc.($60,000,000)
Anticipated Use of Proceeds:To repay in full$49.8 million in aggregate U.S.Bancorp Investments,Inc.($60,000,000)
principal amount of 1.45%pollution control revenue refunding bonds due Wells Fargo Securities,LLC($60,000,000)
December 1,2024,fund a portion of Idaho Power Company's capital Mizuho Securities USA LLC($15,000,000)
expenditures and for other general corporate purposes. Morgan Stanley&Co.LLC($15,000,000)
MUFG Securities Americas Inc.($15,000,000)
* A securities rating is not a recommendation to buy,sell or hold securities and may be subject to review,revision,suspension or withdrawal at any
time.
The issuer has filed a registration statement(including a prospectus as supplemented by a prospectus supplement)with the.SEC for the offerih;,to
which this communication relates.Before you invest,you should read the prospectus in that registration ctatenhent and other documents the issuer
has filed with the SEC,including the accompanying prospectus supplement,for more complete information about the issuer and this
offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov.Alternatively,the issuer,any underwriter or
any dealer participating in the offering will arrange to send you the prospectus if you request it by calling J.P.Morgan Securities LLC,collect at
1-212-834-4533,BofA Securities,Inc.,toll free at 1-800-294-1322,U.S.Bancorp Investments,Inc.,toll free at 1-877-558-2607 or Wells Fargo
Securities,LLC,toll free at 1-800-645-3751.
ATTACHMENT 2
Filed Pursuant to Rule 424(b)(5)
File No.333-264984
Pricing Supplement No.3 Dated August 7,2024
(To Prospectus dated May 16,2022 and
Prospectus Supplement dated June 30,2022)
relating to First Mortgage Bonds,
Secured Medium-Term Notes,Series M
$300,000,000
IDAHO POWER COMPANY
5.20%First Mortgage Bonds due 2034
Title of Securities: 5.20%First Mortgage Bonds due 2034(the"Notes")
Principal Amount: $300,000,000
Price to Public: 99.938%payable in immediately available funds,plus accrued interest,if any,from the Original Issue Date
Purchasers'Discount: 0.650%
Proceeds to Us after Discount: 99.288%
Interest Rate: 5.20%per annum
Original Issue Date: August 12,2024
Original Interest Accrual Date: August 12,2024
Interest Payment Dates: February 15 and August 15,commencing February 15,2025
Record Dates: January 31 and July 31
Maturity Date: August 15,2034
Redemption: See"Optional Redemption"below
Form: Book-Entry
J.P.Morgan
BofA Securities
US Bancorp
Wells Fargo Securities
Mizuho
Morgan Stanley
MUFG
Extended Settlement:
We expect that delivery of the Notes will be made against payment therefor on or about August 12,2024,which will be the third business day following
the date of pricing of the Notes,or"T+3."Under Rule 15c6-1 of the Securities Exchange Act of 1934,as amended(the"Exchange Act'),trades in the
secondary market generally are required to settle in one business day,unless the parties to any such trade expressly agree otherwise.Accordingly,
purchasers who wish to trade the Notes prior to the first business day before delivery of the Notes hereunder will be required,by virtue of the fact that
the Notes initially settle in T+3,to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement.Purchasers of
the Notes who wish to trade the Notes prior to such date should consult their advisors.
Optional Redemption:
Prior to May 15,2034(three(3)months prior to their maturity date)(the"Par Call Date"),we may redeem the Notes at our option,in whole or in part,
at any time and from time to time,at a redemption price(expressed as a percentage of principal amount and rounded to three decimal places)equal to
the greater of:
(1) (a)the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date
(assuming the Notes matured on the Par Call Date)on a semi-annual basis(assuming a 360-day year consisting of twelve 30-day months)at the
Treasury Rate plus 20 basis points less(b)interest accrued to the date of redemption,and
(2) 100%of the principal amount of the Notes to be redeemed,
plus,in either case,accrued and unpaid interest thereon to the redemption date.
On or after the Par Call Date,we may redeem the Notes,in whole or in part,at any time and from time to time,at a redemption price equal to 100%of
the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.
"Treasury Rate"means,with respect to any redemption date,the yield determined by us in accordance with the following two paragraphs.
The Treasury Rate shall be determined by us after 4:15 p.m.,New York City time(or after such time as yields on U.S.government securities are posted
daily by the Board of Governors of the Federal Reserve System),on the third business day preceding the redemption date based upon the yield or yields
for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal
Reserve System designated as"Selected Interest Rates(Daily}—H.15"(or any successor designation or publication)("H.15")under the caption"U.S.
government securities—Treasury constant maturities—Nominal"(or any successor caption or heading)("H.15 TCM").In determining the Treasury Rate,
we shall select,as applicable:(1)the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Par
Call Date(the"Remaining Life");or(2)if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life,the two yields—one
yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity
on H.15 immediately longer than the Remaining Life—and shall interpolate to the Par Call Date on a straight-line basis(using the actual number of
days)using such yields and rounding the result to three decimal places;or(3)if there is no such Treasury constant maturity on H.15 shorter than or
longer than the Remaining Life,the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life.For purposes of this
paragraph,the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of
months or years,as applicable,of such Treasury constant maturity from the redemption date.
If on the third business day preceding the redemption date H.15 TCM is no longer published,we shall calculate the Treasury Rate based on the rate per
annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m.,New York City time,on the second business day preceding such redemption
date of the United States Treasury security maturing on,or with a maturity that is closest to,the Par Call Date,as applicable.If there is no United States
Treasury security maturing on the Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the
Par Call Date,one with a maturity date preceding the Par Call Date and one with a maturity date following the Par Call Date,we shall select the United
States Treasury security with a maturity date preceding the Par Call Date.If there are two or more United States Treasury securities maturing on the Par
Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence,we shall select from among these two or more
United States Treasury securities the United States Treasury security that is trading
closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m.,New York City time.In
determining the Treasury Rate in accordance with the terms of this paragraph,the semi-annual yield to maturity of the applicable United States Treasury
security shall be based upon the average of the bid and asked prices(expressed as a percentage of principal amount)at 11:00 a.m.,New York City time,
of such United States Treasury security,and rounded to three decimal places.
Our actions and determinations in determining the redemption price shall be conclusive and binding for all purposes,absent manifest error.
Notice of any redemption will be mailed at least 30 days before the redemption date to each holder of Notes to be redeemed.
In the case of a partial redemption,selection of the Notes for redemption will be made pro rata,by lot or by such other method as the Trustee in its sole
discretion deems appropriate and fair.No Notes of a principal amount of$1,000 or less will be redeemed in part.If any Note is to be redeemed in part
only,the notice of redemption that relates to the Note will state the portion of the principal amount of the Note to be redeemed.A new Note in a
principal amount equal to the unredeemed portion of the Note will be issued in the name of the holder of the Note upon surrender for cancellation of the
original Note.Notwithstanding anything to the contrary herein,for so long as the Notes are held by DTC(or another depositary),the redemption of the
Notes shall be done in accordance with the policies and procedures of the depositary.
Unless we default in payment of the redemption price,on and after the redemption date interest will cease to accrue on the Notes or portions thereof
called for redemption.
Supplemental Plan of Distribution and Terms Agreement:
We have entered into a terms agreement with the purchasers of the Notes with respect to the Notes.The purchasers are committed to take and pay for all
of the Notes if any are purchased.Subject to certain conditions,each purchaser has severally agreed to purchase the principal amount of the Notes
indicated in the table below:
Name Principal Amount of Notes
Bookrunners
J.P.Morgan Securities LLC $ 75,000,000
BofA Securities,Inc. 60,000,000
U.S.Bancorp Investments,Inc. 60,000,000
Wells Fargo Securities,LLC 60,000,000
Co-Managers
Mizuho Securities USA LLC 15,000,000
Morgan Stanley&Co.LLC 15,000,000
MUFG Securities Americas Inc. 15,000,000
Total $ 300,000,000
The Notes sold by the purchasers to the public will initially be offered at the initial price to the public set forth on the cover of this pricing supplement.
Any Notes sold by the purchasers to securities dealers may be sold at a discount from the initial price to the public of up to 0.40%of the principal
amount of the Notes.Any such securities dealers may resell any Notes purchased from the purchasers to certain other brokers or dealers at a discount
from the initial price to the public of up to 0.25%of the principal amount of the Notes.
Some of the purchasers or their affiliates(i)participate in our commercial paper program and may from time to time hold our commercial paper,(ii)are
lenders and/or agents under our credit agreement,dated as of December 8,2023,and(iii)may hold our 1.45%pollution control revenue refunding
bonds due December 1,2024.
Interest Payment Dates:
We will make interest payments on the Notes on February 15 and August 15 of each year,commencing February 15,2025,and at maturity.The record
date for the February 15 payment of interest will be January 31 and the record date for the August 15 payment of interest will be July 31.
Use of Proceeds:
We estimate that we will receive net proceeds from the sale of the Notes of approximately$297.1 million,after deducting all applicable discounts,
including the purchasers'discount and discounted price to the public,and estimated offering expenses.The expenses of the sale of the Notes,not
including discounts,are estimated at$800,000 and are payable by us.We intend to use the net proceeds from this offering to repay in full$49.8 million
in aggregate principal amount of 1.45%pollution control revenue refunding bonds due December 1,2024,fund a portion of Idaho Power Company's
capital expenditures,and for other general corporate purposes.
Legal Matters:
Julia Hilton,our Vice President and General Counsel,and Perkins Coie LLP,Seattle,Washington,will pass upon the validity of the Notes and other
legal matters for us.Sullivan&Cromwell LLP,Los Angeles,California,will pass upon the validity of the Notes for the purchasers listed under
"Supplemental Plan of Distribution and Terms Agreement."As of August 1,2024,Ms.Hilton beneficially owned 2,512 shares of IDACORP,Inc.
common stock.Ms.Hilton is acquiring additional shares of IDACORP,Inc.common stock at regular intervals through employee stock plans.
Exhibit 107.1
Calculation of Filing Fee Table
424(b)(5)
(Form Type)
Idaho Power Company
(Exact Name of Registrant as Specified in its Charter)
Table 1:Newly Registered Securities and Carry Forward Securities
Filing Fee
Previously
Paid In
Connection
with
Fee Proposed Cant' Unsold
Calculatio Maximum Carry Carry Forward Securities
or Carry Offering Maximum Amount of Forward Forward Initial to be
Security Security Forward Amount Price Per Aggregate Registration Form File effective Carried
Type Class Title Rule Registered Unit OfferingPrice Fee Rate Fee Type Number date Forward
Newly Registered Securities
Fees to Be 5.20%First Mortgage
Paid Debt Bonds due 2034 457(r) $300,000,000 99.938% $299,814,000 0.00014760 $44,252.55
Fees
Previously
Paid — — — — —
Carry Forward Securities
Carry
Forward
Securities — — — — —
Total Offering Amounts $299,814,000 $44,252.55
Total Fees Previously Paid
Total Fee Offsets
Net Fee Due 4$44,25255