20250623Exhibit D-1 WUTC Application.pdf

BEFORE THE
WASHINGTON UTILITIES AND TRANSPORTATION COMMISSION
In the Matter of the Petition of ) Docket No. UE-25
Docket No. UG-25
Avista Corporation, d/b/a Avista Utilities )
PETITION OF AVISTA
For an Order establishing compliance with RCW ) CORPORATION FOR AN ORDER
80.08.040 with respect to Proposed Issuance of up to ) ESTABLISHING COMPLIANCE WITH
5,500,000 additional shares of common stock ) RCW 80.08.040
Avista Corporation, doing business as Avista Utilities ("Avista" or "Company"), at 1411
fast Mission Avenue, Spokane, Washington, hereby Petitions the Commission for an Order
authorizing the Company to issue and sell up to 5,500,000 authorized but unissued shares of its
Common Stock, from time to time, utilizing one or more potential methods to issue shares
including, but not limited to, a periodic offering program, direct sales or underwritten
transactions, all for purposes permitted by and under the authority of RCW 80.08.030, and in
compliance with the requirements of RCW 80.08.040. The requested authority is in addition to
the authority previously granted by the Commission for the offering, issuance and sale of
Common Stock under Order No. 01, entered July 27, 2023, in Docket No. UE-230545, under
which 584,042 shares remain unissued.
2 Avista is a utility that provides service to approximately 419,000 electric customers eastern
Washington and northern Idaho and 381,000 natural gas customers in eastern Washington,
northern Idaho, and Oregon. The largest community served by Avista is Spokane,Washington.
which is the location of its main office. Please direct all correspondence related to this Petition
as follows:
PETITION FOR AN ORDER ESTABLISHING COMPLIANCE WITH RCW 80.08.040 WITH
RESPECT TO PROPOSED ISSUANCE OF UP TO 5,500,000 ADDITIONAL SHARES OF
COMMON STOCK
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Anni Glogovac Patrick D. Ehrbar
Counsel,Legal Department Director of Regulatory AtTairs
Avista Corp. Avista Corp.
P. O. Box 3727 P. O. Box 3727
1411 E. Mission Avenue, MSC 33 1411 E. Mission Avenue, MSC 27
Spokane, Washington 99220-3727 Spokane, Washington 99220-3727
Telephone: [phone] Telephone: [phone]
anni.golo,eovac(a)avistacorp.com patrick.ehrbarr avistacorp.com
Avista Dockets (Electronic Only) -AvistaDockets(c-u'avistacom.com
i Rules and statutes that may be brought at issue in this Petition include RCW 80.08.030 and
80.08.040. The following information is furnished in support of this application, in accordance
with the requirements of RCW 80.08.040:
4 (1) A Description of the Purposes for Which the Issuance is Made, Including a
Certification By an Officer Authorized To Do So That the Proceeds From Any Such
Securities Are For One Or More of the Purposes Allowed By Chapter 80.08 RCW.
The Applicant will use the proceeds from the proposed offering issuance and sale of
Common Stock for one or more of the following purposes:(a) investments in the
Applicant's utility plant facilities to enhance service and system reliability,to replace aging
infrastructure, and, generally, for the acquisition of property or the constriction,
completion, extension or improvement of its utility facilities, and improvement or
maintenance of its utility service,all as contemplated in its current integrated resource plan
as filed with the Commission,(b)the retirement of maturing long-term debt,the repayment
of short-tertn debt and the discharge or refunding of other obligations, (c) the
reimbursement of moneys actually expended from income or from any other moneys in the
treasury of the Applicant for any of the purposes described in (a) and/or(b) above (to the
extent permitted by RCW 80.08.040). and/or(d) such other purposes as may be permitted
by law.
PETITION FOR AN ORDER ESTABLISHING COMPLIANCE WITH RCW 80.08.040 WITH
RESPECT TO PROPOSED ISSUANCE OF UP TO 5,500,000 ADDITIONAL SHARES OF
COMMON STOCK
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5 (2) A Description of the Proposed Issuance Including the Terms of Financing.
The Applicant proposes to issue up to 5,500,000 shares of authorized but unissued
Common Stock of which the Company plans to offer and sell through its Periodic Offering
Program,direct sales or underwritten transactions(such shares being in addition to 584,042
shares previously authorized by the Commission in Order No. 01., entered July 27, 2023
in Docket No.UE-230545,that remain unissued, for a total of 6.084,042 additional shares).
Periodic Offering Program: The Applicant proposes that Common Stock issued could be
sold under its Periodic Offering Programs under which the price per share to be paid to the
Applicant shall be at or based upon market prices prevailing at the time of sale; provided,
however, that the price per share to be paid to the Applicant(before any commission to be
paid to agents) shall not be less than an amount equal to the last sale price at which the
Applicant's Common Stock was quoted on the record of composite quotations reported by
The Wall Street Journal (die"Reported Last Sale Price") on the business day immediately
preceding the day such price is determined minus $0.25; and provided, further, that such
price per share (after any commission paid to agents) shall not be less than 100% of the
book value per share of the Company's Common Stock as of the last day of the most recent
calendar quarter.
Direct Sales: In any direct sales, the Applicant would issue the Common Stock from time
to time in one or more direct sales specifically negotiated with purchasers interested in
larger blocks of Common Stock.
PETITION FOR AN ORDER ESTABLISHING COMPLIANCE WITH RCW 80.09.040 WITH
RESPECT TO PROPOSED ISSUANCE OF UP TO 5,500,000 ADDITIONAL SHARES OF
COMMON STOCK
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Undeiiw-itten Transactions: In any underwritten transaction, one or more underwriters
would assist Applicant with the marketing and distribution of shares of Common Stock
pursuant to an arrangement under which the shares would be sold in one or more methods
of offering determined by such underwriter(s), all in accordance with the terms of an
underwriting agreement. Such methods could include ordinary brokerage transactions,
block transactions in accordance with the rules of the New York Stock Exchange,offerings
off the floor of such exchange, any combination of such methods or any other method
determined by such underwriter(s) with the approval of the appropriate Officers of the
Applicant. The underwriter(s) selected by the Applicant would have experience in
marketing securities similar to the Common Stock and would be familiar with the
Applicant and the Applicant's long-term financing goals. The underwriter(s) would assist
the Applicant in evaluating market conditions and in formulating the terms and timing of
any issuances.
�> (3) Statement As to Why the Transaction is in the Public Interest.
The requested authority would provide part of the financing necessary to allow the
Applicant to carry out the purposes described in paragraph 1 above and, thus, to continue
to conduct its operations as an electric and gas utility company on a reliable basis for the
benefit of its customers. Without such financing, the Applicant could not continue to
conduct its operations as such. The issuance of Common Stock in lieu of debt securities
should allow the Applicant to maintain and/or improve its debt-to-equity ratio and,
accordingly, maintain and/or improve the ratings on its long-term debt securities, which,
in turn, should tend to reduce interest costs of such debt securities, all for the benefit of the
PETITION FOR AN ORDER ESTABLISHING COMPLIANCE WITH RCW 90.08.040 WITH
RESPECT TO PROPOSED ISSUANCE OF UP TO 5,500,000 ADDITIONAL SHARES OF
COMMON STOCK
PAGE 4

Applicant's customers. Accordingly, the Applicant believes that the requested authority is
in the public interest.
? (4) Text of a Draft Order Granting Applicant's Request for an Order.
A copy of a draft order granting the Applicant's request for an order is attached hereto as
"Exhibit A".
s WHEREFORE, Avista respectfully requests that the Commission issue an Order as
requested herein.
9 DATED at Spokane, Washington, this 231 day of June 2025.
AVISTA CORPORATION
It
By
Kevin C istie
Senior Vice President, CFO,Treasurer
And Regulatory Affairs Officer
PETITION FOR AN ORDER ESTABLISHING COMPLIANCE WITH RCW 80,08.040 WITH
RESPECT TO PROPOSED ISSUANCE OF UP TO 5,500,000 ADDITIONAL SHARES OF
COMMON STOCK
PAGE 5

STATE OF WASHINGTON )
County of Spokane )
The undersigned certifies under penalty of perjury under the laws of the State of Washington that the foregoing is true
and correct to the best of my knowledge and belief, and that the proposed issuance of securities will be used for the
purposes allowed by RCW 80.08.030.
Done at Spokane,Washington this 23`d day of June 2025.
ti
By:
Kevin J.C istie
Senior Vi& President, CFO, Treasurer and
Regulatory Affairs Officer
SINCRIBED AND SWORN to before me this
W day of:IuwQ025
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Notary Public for Washington
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My Commission Expires:
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PETITION FOR AN ORDER ESTABLISHING COMPLIANCE WITH RCW 80.08.040 WITH
RESPECT TO PROPOSED ISSUANCE OF UP TO 5,500,000 ADDITIONAL SHARES OF
COMMON STOCK
PAGE 6