HomeMy WebLinkAbout20250912APPLICATION.pdf RECEIVED
INTERMOUNTAIN° SEPTEMBER 12, 2025
GAS COMPANY IDAHO PUBLIC
A Subsidiary of MDU Resources Group,Inc. UTILITIES COMMISSION
In the Community to Serve®
September 12, 2025
Ms. Monica Barrios-Sanchez
Commission Secretary
Idaho Public Utilities Commission
P.O. Box 83720
Boise, ID 83720-0074
RE: Case No. INT-G-25-06
Dear Ms. Barrios-Sanchez:
Attached for consideration by this Commission is an electronic submission of Intermountain Gas
Company's Application to Amend and Extend Its Revolving Credit Agreement. A check for the
IPUC Issuance Fee in the amount of$1,000 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 Blattner
Lori A. Blattner
Director, Regulatory Affairs
Intermountain Gas Company
Enclosure
cc: Travis Jacobson
Preston Carter
INTERMOUNTAIN GAS COMPANY
CASE NO. INT-G-25-06
APPLICATION
AND
EXHIBITS
In the Matter of the Application of INTERMOUNTAIN GAS COMPANY
for Authorization to Amend and Extend Its Revolving Credit Agreement
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-25-06
INTERMOUNTAIN GAS COMPANY APPLICATION
for Authorization to Amend and Extend
Its Revolving Credit Agreement
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 amend and extend its current Revolving Credit Agreement to a new maturity of
December 2030 while maintaining the current Revolving Credit Agreement's amounts up to One
Hundred and Seventy-Five Million ($175,000,000)not to exceed a five(5)year period with an option
to borrow an additional Fifty Million Dollars($50,000,000)for the same timeframe,or Two Hundred
and Twenty-Five Million ($225,000,000) in total. The amendment and extension of the revolving
credit agreement will occur in December 2025.
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&int a
and
Preston N. Carter
Givens Pursley LLP
601 W. Bannock St.
Boise, ID 83702
APPLICATION- I
prestoncarterkgivenspursle.
stephaniew(&, ig venspursley.com
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.
APPLICATION- 2
IL DESCRIPTION OF SECURITIES
Commission Order No.36151,Case No INT-G-24-01,granted Intermountain the authority to
renew its revolving credit agreement to$175,000,000 not to exceed a five-year period,with the option
to borrow an additional$50,000,000. Applicant seeks authority from this Commission to amend and
extend its current Revolving Credit Agreement to a new maturity of December 2030 while
maintaining the current Revolving Credit Agreement's amounts up to One Hundred and Seventy-
Five Million Dollars($175,000,000)not to exceed a five (5)year period with an option to borrow an
additional Fifty Million Dollars($50,000,000)for the same timeframe,or Two Hundred and Twenty-
Five Million Dollars($225,000,000)in total.
The Board of Directors of Intermountain has duly authorized the amendment and extension
of the Revolving Credit Agreement. A copy of the Resolution is attached hereto as Exhibit No. 1 and
is incorporated by reference.
The estimated terms and conditions of the Revolving Credit Agreement are incorporated by
reference.
Summary of Terms and Conditions for Revolving Credit Agreement
Borrower: Intermountain Gas Company
Lender: A syndicate of financial institutions arranged by U.S. Bank
National Association and Wells Fargo Securities, LLC.
Principal Amount: Revolving Credit Agreement - $175,000,000, which will
include a$50 Million sublimit for standby letters of credit and
a$15 Million sublimit for swingline loans. The Borrower has
the right to borrow an additional $50,000,000 subsequent to
the Closing date up to an aggregate amount not to exceed$225
Million.
Interest Rates: At the Borrower's option, any loan under the credit facility
will bear interest at a rate equal to (i) SOFR plus the
Applicable Margin, as determined in accordance with the
Performance Pricing grid set forth below or (ii) the base rate
(to be defined as the highest of(a) the U.S. Bank prime rate,
(b)the Federal Funds rate plus .50%and(c) a daily rate equal
to one-month SOFR plus 1.00%.
Date of Renewal: December 2025.
Maturity: Up to five (5) years from the execution and delivery of
definitive documentation for the Senior Credit Facility.
APPLICATION- 3
Voting Privileges: None
Call or Redemption
Provisions: Not Applicable
Sinking Funds or Other
Provisions for Securing
Payment: None
Security: None
Use of Proceeds: If approved, the Revolving Credit Agreement will be used to
provide for capital expenditures, deferred gas costs, and for
general corporate purpose needs of Intermountain.
Fees: Annually, beginning at the time of closing and each year on
the anniversary date of the credit facility, the Borrower will
pay an Administrative Fee of approximately $15,000 to U.S.
Bank,National Association.
The Borrower will pay a fee determined in accordance with
the estimated Performance Pricing grid set forth below,on the
actual daily unused amount of each Lender's commitment.
The Facility Fee is payable quarterly in arrears, commencing
on the first quarterly payment date to occur after the Closing
Date. The Performance Pricing grid below is subject to
negotiation after the launch of the facility.
Indebtedness to
Pricing Capitalization Ratio Facility SOFR Base Rate
Level Fee Advances/Letter of Advances
Credit Fee
I >0.60:1.0 0.250% 1.625% 0.450%
II >0.55:1.0 but <0.60: 1.0 0.200% 1.375% 0.275%
III >0.45:1.0 but <0.55: 1.0 0.150% 1.125% 0.075%
IV <0.45:1.0 1 0.100% 1.000% 0.000%
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 Revolving Credit Agreement will be issued to a syndicate of financial institutions
arranged by U.S. Bank National Association and Wells Fargo Securities,LLC (the"Agents"). The
net proceeds for the Revolving Credit Agreement are up to One Hundred and Seventy-Five Million
APPLICATION-4
Dollars ($175,000,000) plus the option to borrow an additional Fifty Million ($50,000,000). The
estimated fees discussed below do not reduce the amount the Company is able to borrow.
The estimated fees and expenses of the renewal of the Revolving Credit Agreement are
expected to total up to Four Hundred and Twenty-Five Thousand Dollars ($425,000) consisting of
the following:
Arrangement and Syndication Fees $225,000
Legal Fees 200,000
Total S425,000
IV. STATEMENT OF PURPOSE
Based on this Commission's authorization,the Revolving Credit Agreement will be used to
provide for capital expenditures, deferred gas costs, and for general corporate purpose needs of
Intermountain.
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 June 30, 2025, showing all authorized and
outstanding classes of securities,is as follows:
June 30, 2025
Actual
Amount
Outstanding
$000's Ratio
Common Stock&
$199,407 41.49%
Surplus
Line of Credit 86,800 18.06%
Long Term Debt 194,453 40.46%
Total Capitalization 480 660 100.0%
APPLICATION- 5
The following table is the supporting detail underlying the above Long-Term Debt as of June
30, 2025.
Statement of Long-Term Indebtedness June 30, 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 ($547,038)
Line of Credit and Commercial Paper $86,800,000
Total $281,252,962
VII.PROPOSED ORDER
A proposed Order granting this Application is attached as Exhibit No. 2 and is incorporated
by reference.
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 State Journal, The Idaho Statesman, The Post Register, and The Times News
pursuant to Rule 141.08 of the Commission's Rules of Procedure. The Company notes that The Idaho
Business Review has significantly increased the cost of publishing a notice of application. The cost
is also significantly higher than publishing a notice with the Idaho Statesman which covers the same
Boise area. For these reasons, the Company will not be publishing a notice of application with The
Idaho Business Review.
IX.VERIFIED REPORT
A copy of the verified report for the above referenced Revolving Credit Agreement showing
the amount realized including the itemized costs and expenses incurred in connection with this
APPLICATION- 6
transaction will be submitted under separate cover after renewal 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 224,000,000 at$0.10 per$1,000 = 22,400
225,000,000 = 22 725
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 amendment and extension of its
current Revolving Credit Agreement to a new maturity of December 2030 while maintaining the
current Revolving Credit Agreement's amounts up to One Hundred and Seventy-Five Million Dollars
($175,000,000) not to exceed a five (5) year period with an option to borrow an additional Fifty
Million Dollars ($50,000,000) for the same timeframe, or Two Hundred and Twenty-Five Million
Dollars($225,000,000)in total;
3) That this Commission allow Intermountain to manage the Revolving Credit
Agreement pursuant to the order issued in this matter until such time as Intermountain's Board of
Directors changes the authorized level of such Revolving Credit Agreement, with Intermountain
making quarterly reports to this Commission setting forth the date of issuance, principal amount,
APPLICATION- 7
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: September 12, 2025.
INTERMOUNTAIN GAS COMPANY GIVENS PURSLEY LLP
Vw"
By By
Lori A. Blattner Preston N. Carter
Director—Regulatory Affairs Attorney for Intermountain Gas Company
APPLICATION- 8
EXHIBIT NO. 1
CASE NO. INT-G-25-06
INTERMOUNTAIN GAS COMPANY
BOARD RESOLUTION
(2 pages)
INTERMOUNTAIN GAS COMPANY
WRITTEN CONSENT OF BOARD OF DIRECTORS
The undersigned, being all the members of the Board of Directors ("Board") of
Intermountain Gas Company("Company"),an Idaho corporation,does hereby consent to and adopt
the resolutions set forth in this instrument, which shall have the same effect as if adopted at a
meeting of the Board.
WHEREAS, the Board has determined that it is desirable for the Company
to amend and restate the Fourth Amended and Restated Credit Agreement (the
"Agreement') dated as of June 20, 2024, by and among the Company and other
lenders,under which the lenders would make revolving loans to the Company, from
time to time,in amounts up to an aggregate principal amount of up to$175,000,000
for the period ending December 31, 2030;
NOW,THEREFORE,BE IT RESOLVED,that the Chair of the Board,Chief
Executive 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 promissory notes in an aggregate principal amount
up to$175,000,000,with such terms as the Authorized Officers executing the same
shall deem proper(the "Notes"), such execution by the Authorized Officers of the
Agreement and the Notes to be conclusive evidence of the Authorized Officer's
authority granted herein and the approval thereof by the Board;
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
Intermountain Gas Company
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 for its approval prior to such actions being
taken.
Dated effective September 11,2025.
Nicole A.KivJA ep,2025 3:03:20 PM CDT
94�-
Anthony D.F1oltpep,2025 2:51:08 PM CDT
Garret Sengei 1 Sep,2025 2:51:14 PM CDT
Jason L.Voll ?p° 5
8:23:04 AM CDT
Intermountain Gas Company
EXHIBIT NO. 2
CASE NO. INT-G-25-06
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-25-06
INTERMOUNTAIN GAS COMPANY
for Authorization to Amend and Extend ORDER NO.
Its Revolving Credit Agreement
On September 12,2025,Intermountain Gas Company(the"Company"),a subsidiary of MDU
Resources Group, Inc., applied to the Commission under Idaho Code §§ 61-901, et seq. for authority
to amend and extend its current Revolving Credit Agreement to a new maturity of December 2030
while maintaining the current Revolving Credit Agreement's amounts up to $175,000,000, not to
exceed a five-year period, with an option to borrow an additional $50,000,000 for the same time
frame,or$225,000,000 in total. Having fully considered the Application,the Commission enters this
Order granting it as follows.
THE APPLICATION
The Company asks for authority to amend and extend its current revolving credit agreement
to a new maturity of December 2030. The proposed Revolving Credit Agreement would exist for a
period not to exceed five years from the date of execution and delivery of the credit agreement. The
interest rate will either be based on SOFR plus an applicable margin or the base rate, which is the
higher of the U.S. Bank prime rate, the Federal Funds rate plus 0.50%, or a daily rate equal to one-
month SOFR plus 1%. The Company says it will use the Revolving Credit Agreement to provide for
capital expenditures, deferred gas costs, and for general corporate purposes.
The Company anticipates arrangement, syndication, and legal fees necessary to complete
the amendment and extension of the Revolving Credit Agreement to total up to $425,000, which
will not reduce the amount the Company is able to borrow.
COMMISSION FINDINGS AND DECISION
The Company is an Idaho corporation with its office and principal place of business in Boise,
Idaho. It is a natural gas public utility that owns and operates transmission pipelines,liquefied natural
gas storage facilities, compressor stations, distribution mains, services, meters and regulators, and
ORDER NO. PAGE 1
general plant and equipment. It is a gas corporation and public utility as defined in Idaho Code §§
61-117 and 61-129.
The Commission has jurisdiction over the Application under Idaho Code § 61-901, et seq.
We find that the proposed transaction is in the public interest and a formal hearing on this matter is
not required. We further find that the proposed transaction is for a lawful purpose and is within the
Company's corporate powers,that the Application reasonably 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 find that the Application should be approved,
and 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. This Order also is not 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, and so does not determine, the effect of the proposed transaction on rates the
Company will charge for natural gas service.
ORDER
IT IS HEREBY ORDERED that the Company's Application for authority to amend and
extend its Revolving Credit Agreement to a new maturity of December 2030 while maintaining the
current Revolving Credit Agreement's amounts up to $175,000,000, not to exceed a five-year
period,with an option to borrow an additional$50,000,000 for the same time frame,or$225,000,000
in total 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
ORDER NO. PAGE 2
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
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