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HomeMy WebLinkAbout20250509APPLICATION.pdf RECEIVED May 09, 2025 IDAHO PUBLIC INTERMOUNTAIN° UTILITIES COMMISSION GAS COMPANY A Subsidiary of MDU Resources Group,Inc. In the Community to Serve® May 9, 2025 Ms. Monica Barrios-Sanchez Commission Secretary Idaho Public Utilities Commission P.O. Box 83720 Boise, ID 83720-0074 RE: Case No. INT-G-25-03 Dear Ms. Barrios-Sanchez: Attached for consideration by this Commission is an electronic submission of Intermountain Gas Company's Application to Issue and Sell Securities. The Application requires an IPUC Issuance Fee in the amount of$1,000. That check will be hand-delivered under separate cover. If you should have any questions regarding the attached,please don't hesitate to contact me at(208) 377-6015. Sincerely, lsl Lori A. Blattner Lori A. Blattner Director, Regulatory Affairs Intermountain Gas Company Enclosure cc: Travis Jacobson Preston Carter INTERMOUNTAIN GAS COMPANY CASE NO. INT-G-25-03 APPLICATION AND EXHIBITS In the Matter of the Application of INTERMOUNTAIN GAS COMPANY for Authorization to Issue and Sell Securities Preston N. Carter, ISB No. 8462 Givens Pursley LLP 601 W. Bannock St. Boise, ID 83702 Telephone: (208) 388-1200 Attorney for Intermountain Gas Company BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION In the Matter of the Application of Case No. INT-G-25-03 INTERMOUNTAIN GAS COMPANY APPLICATION for Authorization to Issue and Sell Securities Intermountain Gas Company ("Intermountain" or "Company"), a subsidiary of MDU Resources Group, Inc. with general offices located at 555 South Cole Road, Boise, Idaho, pursuant to the applicable statutes,including Idaho Code Sections 61-901,61-902,61-903 and 61-905,and the Rules and Regulations of the Idaho Public Utilities Commission ("Commission"), requests authorization to issue and sell up to Fifty Million Dollars($50,000,000)of Unsecured Notes between the months of July and October 2025,with one or more maturity dates ranging from five(5)to forty (40)years from issuance. Communications in reference to this Application should be addressed to: Lori A. Blattner Director—Regulatory Affairs Intermountain Gas Company Post Office Box 7608 Boise, ID 83707 lori.blattner@intgas.com and Preston N. Carter Givens Pursley LLP 601 W. Bannock St. Boise, ID 83702 prestoncarter@givenspursley.com stephaniew@givenspursley.com APPLICATION- 1 In support of this Application,Intermountain alleges and states as follows: I.INTRODUCTION Intermountain is a gas utility, subject to the jurisdiction of the Idaho Public Utilities Commission, engaged in the sale of and distribution of natural gas within the State of Idaho under authority of Commission Certificate No. 219 issued December 2, 1955, as amended and supplemented by Order No. 6564, dated October 3, 1962. Intermountain provides natural gas service to the following Idaho communities and counties and adjoining areas: Ada County-Boise,Eagle,Garden City,Kuna,Meridian,and Star; Bannock County-Arimo,Chubbuck,Inkom,Lava Hot Springs,McCammon, and Pocatello; Bear Lake County-Georgetown, and Montpelier; Bingham County-Aberdeen,Basalt,Blackfoot,Firth,Fort Hall,Moreland/Riverside,and Shelley; Blaine County-Bellevue,Hailey,Ketchum, and Sun Valley; Bonneville County-Ammon,Idaho Falls,Iona, and Ucon; Canyon County-Caldwell,Greenleaf,Middleton,Nampa,Parma, and Wilder; Caribou County-Bancroft,Grace, and Soda Springs; Cassia County-Burley,Declo,Malta, and Raft River; Elmore County-Glenns Ferry,Hammett,and Mountain Home; Fremont County-Parker and St.Anthony; Gem County-Emmett; Gooding County—Gooding and Wendell; Jefferson County-Lewisville,Menan,Rigby,and Ririe; Jerome County-Jerome; Lincoln County- Shoshone; Madison County-Rexburg and Sugar City; Minidoka County-Heyburn,Paul,and Rupert; Owyhee County-Bruneau and Homedale; Payette County-Fruitland,New Plymouth, and Payette; Power County-American Falls; Twin Falls County-Buhl,Filer,Hansen,Kimberly,Murtaugh,and Twin Falls; Washington County-Weiser. Intermountain's properties in these locations consist of transmission pipelines, liquefied natural gas storage facilities, compressor stations,distribution mains, services,meters and regulators, and general plant and equipment. II.DESCRIPTION OF SECURITIES Applicant seeks authority from this Commission to issue and sell up to Fifty Million Dollars ($50,000,000) of Unsecured Notes, with one or more maturity dates ranging from five (5) to forty (40)years from issuance. APPLICATION- 2 The Board of Directors of Intermountain has duly authorized the requested Unsecured Notes. A copy of the Resolution authorizing the Unsecured Notes is attached hereto as Exhibit No. 1 and is incorporated herein by reference. The estimated terms and conditions of the Unsecured Notes are incorporated by reference. Summary of Terms and Conditions for the Unsecured Notes Issuer: Intermountain Gas Company Purchasers: One or more private placement investors(the"Investors") Principal Amount: Unsecured Notes—up to $50,000,000 Interest Rates: Final rates dependent on tenor of notes. Current estimates based on five(5)year Treasury rates:plus 125-145 basis points for a five(5)year tranche; and plus 165-180 basis points for a fifteen(15)year tranche.Current estimates based on thirty(30) year Treasury rates: plus 175-215 basis points for a thirty(30) year or forty (40) year tranche. Credit spreads are subject to change. Date of Issue: Between the months of July and October 2025. Maturity: Long-term maturity dates in one or more tranches ranging from five(5)to forty(40)years from the issuance date. Voting Privileges: None Call or Redemption Subject to Make-Whole amount of T+50;par call six months Provisions: prior to maturity Sinking Funds or Other Provisions for Securing Payment: None Security: None Use of Proceeds: If approved, the Unsecured Notes will be used to refinance existing debt, and fund capital expenditures and general corporate purposes. Fees: Private placement agent fees of up to fifty(50)basis points(up to $250,000) will be paid in conjunction with the issuance of the securities. Legal fees and reasonable out-of-pocket costs will be paid or reimbursed to investor counsel and Cohen APPLICATION- 3 Tauber Spievack & Wagner P.C. (Intermountain's legal counsel)and are estimated at$125,000. Other Requirements: Costs associated with this transaction are to be paid by Intermountain as noted in the above delineation of"Fees." III. STATEMENT OF INFORMATION REQUIRED BY RULE 141.03 The securities will be issued under a private placement agreement marketed by agents yet to be determined (the "Agents") to private placement investors. The net proceeds for the Unsecured Notes (up to Fifty Million Dollars ($50,000,000) minus the estimated Fees of Three Hundred and Seventy-Five Thousand Dollars ($375,000)) are estimated at up to Forty-Nine Million Six Hundred and Twenty-Five Thousand Dollars($49,625,000). The estimated fees and expenses of the issuance of such Unsecured Notes are expected to total up to Three Hundred and Seventy-Five Thousand Dollars($375,000)consisting of the following: Agent Fees $250,000 Legal Fees 125,000 Total 375 000 IV. STATEMENT OF PURPOSE Based on this Commission's authorization,the Unsecured Notes will be used to refinance existing debt, and fund capital expenditures and general corporate purposes. V. STATEMENT OF EXPLANATION These uses are consistent with the public interest and necessary, appropriate, and consistent with the proper and legally mandated performance to the public by Intermountain as a public utility. VI.FINANCIAL STATEMENT Intermountain's Statement of Capitalization as of March 31,2025,showing all authorized and outstanding classes of securities is as follows: APPLICATION-4 March 31,2025 Actual Amount Outstanding $000's Ratio Common Stock& $ 205,793 42.54% Surplus Line of Credit 83,500 17.26% Long Term Debt 194,447 40.20% Total Capitalization 483 740 100.0% The following table is the supporting detail underlying the above Long-Term Debt as of March 31,2025. Statement of Long-Term Indebtedness March 31,2025 Description Due Date Authorized and Outstanding 4.08%Senior Notes October 30,2025 $25,000,000 4.33%Senior Notes October 30,2028 $25,000,000 4.00%Senior Notes November 9,2046 $30,000,000 3.62%Senior Notes June 13,2029 $20,000,000 3.82%Senior Notes June 13,2034 $10,000,000 4.26%Senior Notes June 13,2049 $20,000,000 4.60%Senior Notes June 15,2052 $20,000,000 4.75%Senior Notes June 15,2062 $20,000,000 6.19%Senior Notes November 30,2033 $25,000,000 Unamortized Debt Expense ($552,511) Line of Credit and Commercial Paper $83,500,000 Total $277,947,489 VII.PROPOSED ORDER A proposed Order granting this Application is attached as Exhibit No. 2 and is incorporated by reference. APPLICATION- 5 VIII. STATEMENT OF PUBLIC NOTICE Notice of the application will be published within seven days of the filing date of this Application in The Idaho Business Review, The Idaho State Journal, The Idaho Statesman, The Post Register, and The Times News pursuant to Rule 141.08 of the Commission's Rules of Procedure. IX.VERIFIED REPORT A copy of the verified report for the above referenced Unsecured Notes showing the amount realized including the itemized costs and expenses incurred in connection with this transaction will be submitted under separate cover after issuance and is to be treated as confidential pursuant to the Commission's Rules of Procedure IDAPA 31.01.01.067 and 31.01.01.233,together with Idaho Code §§ 74-104, 106, 107, and 48-801 et seq. X. COMMISSION FEE The fee required by Section 61-905 of the Idaho Code,was determined as follows: First $ 100,000 at$1.00 per$1,000 = $ 100 Next 900,000 at$0.25 per$1,000 = 225 Remaining 49,000,000 at$0.10 per$1,000 = 4,900 50,000,000 = 5 225 As this amount is larger than the$1,000 maximum fee set forth in Section 61-905 of the Idaho Code, a check for$1,000 is enclosed with this Application. XI.MODIFIED PROCEDURE Intermountain requests that this matter be handled under modified procedure pursuant to Rules 201-204 of the Commission's Rules of Procedure.Intermountain stands ready for an immediate hearing of this Application if such is determined necessary by this Commission. XII.REQUEST FOR RELIEF Intermountain respectfully petitions the Idaho Public Utilities Commission as follows: 1) That this Application be processed without hearing pursuant to the Rules and Regulations of this Commission and acted upon at the earliest possible date; 2) That this Commission approve and authorize the issuance of Unsecured Notes for the purposes described up to and including Fifty Million Dollars($50,000,000)with one or more maturity dates ranging from five (5)to forty(40)years from issuance; APPLICATION- 6 3) That this Commission allow Intermountain to manage its Unsecured Note financing pursuant to the order issued in this matter, with Intermountain making quarterly reports to this Commission setting forth the date of issuance, principal amount, interest rate, date of maturity and identity of payee for all promissory notes issued during such quarter; and 4) For such other relief as this Commission may determine is just and proper. DATED: May 9, 2025 INTERMOUNTAIN GAS COMPANY GIVENS PURSLEY LLP By By Lori A. Blattner Preston N. Carter Director—Regulatory Affairs Attorney for Intermountain Gas Company APPLICATION- 7 EXHIBIT NO. 1 CASE NO. INT-G-25-03 INTERMOUNTAIN GAS COMPANY BOARD RESOLUTION (2 pages) CERTIFICATE I, Anthony D. Foti, hereby certify that I am the duly elected and qualified Corporate Secretary of Intermountain Gas Company, an Idaho corporation; and I further certify that the following is a true and correct copy of resolutions adopted by Written Consent of the Board of Directors dated May 6, 2025; and that said resolutions have not been modified or amended and are presently in full force and effect: WHEREAS, the Board of Directors of Intermountain Gas Company (the "Company")has determined that it is desirable for the Company to enter into a Note Purchase Agreement (the "Agreement"), by and among the Company and other purchasers which shall be identified in the Agreement(collectively referred to as the "Purchasers"), under which the Company shall propose to issue and sell unsecured Notes (as shall be defined in the Agreement) in an aggregate principal amount of up to $50,000,000, in one or more series with maturity dates ranging from five (5) to forty(40)years from issuance, as shall be set forth in the Agreement; NOW,THEREFORE,BE IT RESOLVED,that the Chair of the Board,Chief Executive Officer,President, Chief Utilities Officer, any Vice President, Chief Legal Officer,Treasurer, or any other officer who performs a policy-making function(such as administration, operations, accounting, or finance) of the Company (the "Authorized Officers") be, and each of them hereby is, authorized to (i) negotiate, execute and deliver the Agreement,with such terms and provisions as the Authorized Officer executing the Agreement on behalf of the Company shall deem proper, and (ii) in connection with such Agreement execute and deliver the Note or Notes (as defined in the Agreement) in the aggregate principal amount up to $50,000,000 payable to the order of the Purchasers, with such terms as the Authorized Officers executing the same shall deem proper, such execution by the Authorized Officers of the Notes to be conclusive evidence of the Authorized Officer's authority granted herein and the approval thereof by the Board of Directors; FURTHER RESOLVED, that each and every officer of the Company be, and hereby is, authorized and empowered, in the name and on behalf of the Company from time to time, to take such actions and to execute and deliver such agreements, certificates, instruments,notices and documents as may be required or as such officer may deem necessary, advisable, or proper in order to carry out and perform the obligations of the Company under the Agreement and other agreements executed by the Company pursuant to these resolutions; and all such actions to be performed in such manner, and all such agreements, certificates, instruments, notices, and documents to be executed and delivered in such form as the officer performing or executing the same shall approve, the performance or execution thereof by such officer to be evidence that such officer deems all of the terms and provisions thereof to be proper; and FURTHER RESOLVED, that all lawful actions previously taken in good faith by any officer of the Company in anticipation of, or in connection with, the foregoing are hereby approved, ratified and confirmed in all respects as if such actions had been presented to the Board of Directors for its approval prior to such actions being taken. IN WITNESS WHEREOF, I have hereunto set my hand on May 6, 2025. vj�T- Anthony D. Foti, Corporate Secretary 2 EXHIBIT NO. 2 CASE NO. INT-G-25-03 INTERMOUNTAIN GAS COMPANY IDAHO PUBLIC UTILITIES COMMISSION PROPOSED ORDER (3 pages) PROPOSED ORDER OF APPLICANT BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION In the Matter of the Application of Case No. INT-G-25-03 INTERMOUNTAIN GAS COMPANY for Authorization to Issue and Sell ORDER NO. Securities On May 9,2025 Intermountain Gas Company(the"Company"), a subsidiary of MDU Resources Group, Inc., applied to the Idaho Public Utilities Commission("Commission")under Idaho Code §§ 61-901, et seq. for authority to issue Unsecured Notes,not to exceed$50,000,000, with one or more maturity dates ranging from five(5)to forty(40)years. Pursuant to Idaho Code § 61-904,the Commission has 30 days from the filing date to issue an order. After reviewing the record,the Commission approves the Application as discussed below. THE APPLICATION The Company asks for authority to issue and sell up to $50,000,000 of unsecured debt securities. The proposed issuance will be directly placed in one or more tranches with one or more private placement investors. The Company anticipates one or more tranches with proposed maturity dates ranging from five (5) years to forty (40) years from the date of issuance. The interest rate will be set at the time of issuance based on five (5) year Treasury rates plus a credit spread of 125-145 basis points for a five (5)year issuance or plus 165-180 basis points for a fifteen(15)year issuance. The interest rate will be based on thirty(30)year Treasury rates plus a credit spread of 175-215 basis points for a thirty (30) year or forty (40) year issuance. Credit spreads are subject to change. The Company says it will use net proceeds from the sale of the unsecured notes to refinance existing debt, and fund capital expenditures and general corporate purposes. FINDINGS AND DISCUSSION The Company is a natural gas public utility in Idaho as defined in Idaho Code §§ 61-117 and 61-129, and engaged in the generation,purchase,transmission, distribution, and sale of natural gas. The Commission has jurisdiction over the Application under Idaho Code §§ 61-901, et seq. We fmd that the proposed transaction is in the public interest and a formal hearing on this matter is not ORDER NO. PAGE 1 required. Further,we find that the proposed issuance is for a lawful purpose and is within the Company's corporate powers,that the Application conforms to Rules 141 through 150 of the Commission's Rules of Procedure,IDAPA 31.01.01.141-150, and that the Company has paid all fees due under Idaho Code § 61-905. Accordingly,we approve the Application and find the proposed financing should be allowed. The Commission's Order approving the proposed financing and the general purposes to which the proceeds may be put is not a determination that the Commission approves of the particular use to which these funds will be put. The Order also is not a Commission determination or approval of the type of financing or the related costs for ratemaking purposes. ORDER IT IS HEREBY ORDERED that the Company's Application for authority to issue and sell up to $50,000,000 of Unsecured Notes with proposed maturity dates from five (5)to forty(40)years is granted. IT IS FURTHER ORDERED that the Company must continue to file quarterly reports with the Commission setting forth the date of issuance,principal amount,interest rate,date of maturity and identity of payee for all promissory notes issued during the quarter. The Company must continue to file its capitalization ratios with the quarterly reports. IT IS FURTHER ORDERED that the foregoing authorization is without prejudice to the regulatory authority of this Commission with respect to rates, utility capital structure, service, accounts, valuation, estimates or determination of cost or any other matter which may come before this Commission pursuant to its jurisdiction and authority as provided by law. IT IS FURTHER ORDERED that nothing in this Order and no provisions of Chapter 9,Title 61, Idaho Code, or any act or deed done or performed in connection therewith shall be construed to obligate the state of Idaho to pay or guarantee in any manner whatsoever any security authorized, issued, assumed,or guaranteed under the provisions of Chapter 9, Title 61,Idaho Code. IT IS FURTHER ORDERED that issuance of this Order does not constitute acceptance of the Company's exhibits or other material accompanying the Application for any purpose other than the issuance of this Order. 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. Within seven(7)days ORDER NO. PAGE 2 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 day of 2025. PRESIDENT COMMISSIONER COMMISSIONER ATTEST: SECRETARY ORDER NO. PAGE 3