20180126Avista to Staff_DR_137(H1).DOCX

HYDRO ONE LIMITED
RESPONSE TO REQUEST FOR INFORMATION
JURISDICTION:OREGONDATE PREPARED:10/02/2017
CASE NO.:UM 1897WITNESS: Chris Lopez
REQUESTER:PUC StaffRESPONDER: Adele PantusaTYPE:Data RequestDEPT: Law
REQUEST NO.:Staff – 137(H1)TELEPHONE: [phone]EMAIL: [e-mail]:Please clarify whether Hydro One Ltd went public with its first Initial Public Offering (IPO) on Sep. 18, 2015. In addition, please describe the steps and provide a copy of any controls imposed by Ontario as Hydro One Ltd acquired all of Hydro One, Inc.’s shares from the province. RESPONSE:
In order to affect a public offering in Canada, companies must first file a preliminary prospectus with the applicable securities regulatory authorities in Canada, who will then issue a receipt for the prospectus assuming all relevant filing requirements are met. After filing is made and a receipt issued, the securities regulatory authorities will review the prospectus and provide comments. Companies then typically revise their prospectus to address the comments received and file an amended and restated preliminary prospectus that reflects these comments. Once marketing of the offering is complete and the price of the offering determined, companies file a final prospectus that contains the price of the offering or they file a final prospectus that omits everything but the price and then subsequently file a supplemented final prospectus that contains the final price of the offering.  
On September 18, 2015, Hydro One Limited filed a preliminary prospectus with the securities regulatory authorities in each of the provinces and territories in Canada, and a receipt was issued in respect of the proposed secondary offering of common shares of Hydro One Limited by the Province of Ontario.
On October 9, 2015, Hydro One Limited filed an amended and restated preliminary base prospectus, amending and restating the preliminary base prep prospectus dated September 17, 2015 reflecting comments received from the securities regulatory authorities in Canada, with the securities regulatory authorities in each of the provinces and territories in Canada.
On October 28, 2015, Hydro One Limited filed a final prospectus dated October 28, 2015 with the securities regulatory authorities in each of the provinces and territories in Canada. The final prospectus omitted the price of the offering.
On October 29, 2015, Hydro One Limited entered into an underwriting agreement for the secondary offering of common shares of the company by the Province of Ontario. Pursuant to the underwriting agreement, the Province of Ontario agreed to sell to a syndicate of underwriters 81,100,000 common shares of the Hydro One Limited at a priceof $20.50 per common share, for total gross proceeds to the Province of Ontario of $1.66 billion. On October 29, 2015, a supplemented final prospectus was filed, qualifying the distribution of 81,100,000 common shares of Hydro One Limited at $20.50 per common share.
On October 31, 2015, Hydro One Limited acquired all of the issued and outstanding shares of Hydro One Inc. from the Province of Ontario in exchange for the issuance of common shares and Series 1 preferred shares of Hydro One Limited to the Province of Ontario. On November 4, 2015, the outstanding common shares of Hydro One Limited were consolidated such that 595,000,000 common shares were issued and outstanding immediately prior to the closing of the offering.
On November 5, 2015, Hydro One Limited announced the closing of the secondary offering of 81,100,000 common shares of the Company by the Province of Ontario at a price of $20.50 per common share for total gross proceeds to the Province of $1.66 billion. It was on this date the common shares of Hydro One Limited began trading on the Toronto Stock Exchange under the symbol “H”. For an explanation of covenants and controls regarding Hydro One Limited, please refer to Hydro One Limited’s response to Staff_DR_034(H1).