Loading...
HomeMy WebLinkAbout20030515Application.pdf933 Avista Corp. 1411 East Mission PO Box3727. Spokane, Washington 99220-3727. Telephone 509-489-0500 Toll Free 800-727.-917.0 RECEIVED Fit FD , ,~..,- (R1 .J.~I'V'STA. Corp. 2003 KAY \ 5 MHO: \ 0 " ", . :.,:. " i.' l i )':~;i') i UUL. v UTILITIES cOt'iM1SSrm. May 12, 2003 State of Idaho Idaho Public Utilities Commission Statehouse Boise I D 83720 A tI (j--= (J :5 ~ () Attention: Myrna Walters, Secretary Transmitted herewith are one executed and four conformed copies of an application for approval of security issuance. The application contains as much information as is presently known. If other applicable data or documents become available, they will be forwarded to your attention. Also enclosed is a diskette containing a proposed order. A check in the amount of $1 000.00, the maximum fee will come under separate cover. The Company requests to receive an Order of Approval from the Commission by June 20, 2003. When complete, please send two (2) executed copies of the Order of Approval to: Diane C. Thoren Assistant Treasurer Avista Corporation East 1411 Mission Avenue Spokane W A 99202-2600 If any questions arise or additional information is needed , please do not hesitate to contact me at 509- 495-4584. Sincerely, :&z~ Paul Kimball Treasury Analyst Enclosures BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION In the Matter of the Application of A VISTA CORPORATION for an Order authorizing the offering, issuance and sale of Securities not to exceed $150.000.000 CASE No.AVa~ E- (J3 ~O3 Application is hereby made to the Idaho Public Utilities Commission under the provisions of Section 61- 901 and 61-902, Idaho Code (laws of 1951 , Chapter 143) for an Order authorizing offering, issuance and sale by Avista Corporation (hereinafter called "Applicant") of up to $150,000,000 of secured or unsecured, fixed or floating rate bonds, notes and other evidences of indebtedness , including, without limitation , assumption of any obligation or liability as guarantor, indorser, surety or otherwise in respect to the securities of any other person, firm , corporation , or affiliate of the Applicant, and any refunding, extension, renewal or replacement of any of the foregoing (the "Securities In support of the proposed issuance of the Securities, Applicant states that it is amenable to the Commission s prospective limitation on certain existing debt authority to that amount already issued under Commission s Order No. 27153 in Case No. WWP-97-, which currently authorizes Applicant to issue Two Hundred Fifty Million Dollars ($250,000,000) in principal amount of unsecured debt securities (Series C Unsecured Medium Term Notes). To date, Applicant has issued only One Hundred Nine Million Dollars ($109,000,000) of unsecured debt under this authority, leaving a balance of One Hundred Forty-One Million Dollars ($141 000,000) remaining unissued. If necessary, the Applicant is willing to exchange the unissued balance of debt authority in Order No. 27153 for the Commission new authorization for the Applicant to issue up to One Hundred Fifty Million Dollars ($150~00,OqO.1 in ~,. ...,... aggregate principal amount of the Securities as described in this application. -I g 2 ~-:::: (....oj (") The following information and specific exhibits are furnished in support thereof: 2~ ~ \;j::2r~ (j) c=: Con 0 () -- ::J: :t:. i:: (fit::'; (a) Name and address of principal business office: Avista Corporation 1411 East Mission Avenue Spokane W A 99202-2600 ::0- C?-o 08 Name of representative for service: Diane C. Thoren, Assistant Treasurer (b) State and date of incorporation: Incorporated Washington Territory (now the State of Washington) on March 15, 1889. The term of incorporation is perpetual. States in which Qualified to do business: Washington, Idaho, Montana, Oregon and California. (c) General description of business. property. and territory served: The Applicant is a public utility which owns and operates property in Eastern Washington , Northern Idaho, Western Montana, Central & Southwest Oregon, and South lake Tahoe, California. Applicant is engaged in the generation , transmission, distribution , and sale of electric energy, which it sells at retail to approximately 320,000 residential, commercial, and industrial customers in Eastern Washington and Northern Idaho, and at wholesale to public utilities , municipalities and others. Its electric properties are operated as a unified system and are interconnected with adjacent electric utilities. The electric energy sold by the Applicant is generated in power stations which it owns in whole or in part or obtained by purchase or exchange from other utilities and governmental agencies. Natural gas is distributed and sold to approximately 290,000 residential, commercial and industrial customers in Eastern Washington, Northern Idaho, Central & Southwest Oregon , and South lake Tahoe, California. (d) Description of securities. indebtedness or liabilities: Pursuant to Rule 142 of the Rules of Practice and Procedure, the Applicant hereby Files the application filed with the Washington Utilities and Transportation Commission as Exhibit "1" in lieu of the application required by Rule 141. Applicant further states that: (1) Applicant has published or will have published within seven days of the date of filing this Application a notice in those newspapers listed in Rule 24.19 of the Rules of Practice and Procedure of the Idaho Public Utilities Commission that are in general circulation in Applicant's service area. (2) Proposed Order of Applicant is filed herewith as Exhibit " CONFOR11ED Exhibit D- BEFORE THE WASHINGTON UTILITIES AND TRANSPORTATION COMMISSION In the matter of the request of AVISTA CORPORATION for an order establishing compliance with Chapter 80.08 RCW Amended Application Docket No. Avista Corporation (hereinafter called "Applicant") hereby requests the Washington Utilities and Transportation Commission to enter a written order establishing that the proposed offering, issuance and sale by the Applicant of up to $150,000,000 of secured or unsecured, fixed or floating rate bonds, notes and other evidences of indebtedness, including, without limitation, assumption of any obligation or liability as guarantor, indorser, surety or otherwise in respect to the securities of any other person , firm, corporation, or affiliate of the Applicant, and any refunding, extension, renewal or replacement of any of the foregoing (the Securities ) is in compliance with the requirements of Chapter 80.08 RCW. In support of the proposed issuance of the Securities, Applicant states that it is amenable to the Commission s prospective limitation on certain existing debt authority to that amount already issued under Commission s Order in Docket No. UE-971300, which currently authorizes Applicant to issue Two Hundred Fifty Million Dollars ($250,000,000) in principal amount of unsecured debt securities (Series C Unsecured Medium Term Notes). To date, Applicant has issued only One Hundred Nine Million Dollars ($109,000,000) of unsecured debt under this authority, leaving a balance of One Hundred Forty-One Million Dollars ($141,000,000) remaining unissued. If necessary, the Applicant is willing to exchange the unissued balance of debt authority in Docket No. UE-971300 for the Commission s new authorization for the Applicant to issue up to One Hundred Fifty Million Dollars ($150,000,000) in aggregate principal amount of the Securities as described in this application. The following information is furnished in support of this application, in accordance with the requirements of RCW 80.08.040: (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 funds from the proposed offerings, issuance and sale of Securities for one or more of the following purposes: (a) The acquisition of property, or the construction, completion , extension or improvement of its facilities, or (b) the improvement or maintenance of service, or (c) the issuance of stock dividends, or (d) the discharge or refunding of its obligations , or (e) the reimbursement of moneys actually expended from income or from the treasury of the Applicant to the extent permitted by RCW 80.08.030, or (e) for other purposes permitted by law. The Applicant will utilize the proceeds of the proposed debt offering for lawful purposes as outlined in RCW 80.08.030. Specifically, The Applicant's capital expenditure program requires a combination of internally generated cash and external financing. In addition, the Applicant has $71.25 million of debt maturities in the next 9 months beginning in March 2003 that must be refinanced. The Applicant anticipates using the proceeds from the issuance of the Securities to refinance debt maturities and to repay funds borrowed under its corporate credit facility. The Applicant's capital expenditure program is initially funded under its corporate credit facility. Capital expenditures are expected to be $99 million and $100 million in 2003 and 2004, respectively. The undersigned certifies that she has read the foregoing information with respect to proposed use of funds and knows the contents thereof and that the same are true to the best of her own knowledge or belief. Done at Spokane, Washington this 12th day of May, 2003. By:Isl Diane C. Thoren Diane C. Thoren Assistant Treasurer CONFOR11ED (2) A Description of the Proposed Issuance Including the Terms of Financing. The Applicant proposes to offer, issue and sell Securities for purposes authorized by law, in forms necessary or convenient to its operations, in a total amount of up to and including $150,000,000 and for terms which may exceed 364 days. While no specific transactions are presently pending or contemplated under the proposed authority, the Applicant will only enter into transactions where the fees, interest rates and expenses charged or incurred by the Applicant in connection with the transactions, and any refunding, extensions, renewals or replacements thereof, are competitive with then-existing market prices for similar transactions. The first issuance of debt securities under the requested authority is anticipated before the end of 2003 and could be in the range of $45-$50 Million with a term of 5-30 years and the interest rate could be in the range of 4.5% to 8., all depending on and subject to then-existing market prices for similar transactions. Subsequent issuances are anticipated to be in similar amounts and for terms that would be competitive with then-existing market prices for similar transactions. (3) Statement As To Why The Transaction Is In the Public Interest. The issuance of the requested authority allows the Applicant the maximum flexibility in managing its funds and reducing borrowing costs. The proposed authority would allow the Applicant to better manage its debt and capital in the most efficient and cost effective manner. Accordingly, Applicant believes the requested authority is in the public interest. (4) Text of a Draft Order Granting Applicant's Request for an Order, Including A Disk Containing the Proposed Language in a Format Acceptable to the Commission. BEFORE THE WASHINGTON UTILITIES AND TRANSPORTATION COMMISSION In the matter of the request of A VISTA CORPORATION for an order establishing compliance with Chapter 80.08 RCW Docket No. ORDER On May 12, 2003, Avista Corporation ("Applicant") filed its application before the Washington Utilities and Transportation Commission in this matter for an order establishing that a proposed offering, issuance and sale by the Applicant of up to $150,000,000 of secured or unsecured, fixed or floating rate bonds, notes and other evidences of indebtedness, including, without limitation, assumption of any obligation or liability as guarantor indorser, surety or otherwise in respect to the securities of any other person, firm, corporation, or affiliate of the Applicant, and any refunding, extension, renewal or replacement of any of the foregoing (the "Securities ) is in compliance with the requirements of Chapter 80.08 RCW. Background On May 12, 2003, the Applicant, filed an application with the Commission under the provisions of Chapter 80. RCW for an order establishing compliance with the requirements of that statute in connection with the Applicant's proposed offering, issuance and sale of Securities for purposes permitted by law, in forms necessary or convenient to its operations, in a total amount of up to and including $150,000 000 and for terms which may exceed 364 days. The Applicant has filed certain information with the Commission as required under RCW 80.08.040 and has requested the Commission to enter an order that the Applicant and the proposed offering, issuance and sale of Securities by the Applicant is in compliance with the requirements of Chapter 80.08 RCW. CONFOR11ED FINDINGS THE COMMISSION FINDS: 1. The Applicant, Avista Corporation, a Washington corporation, is a public service company subject to the jurisdiction of this Commission under the provisions of Chapter 80.08 RCW. 2. As to form, the application herein meets the requirements of Chapter 80.08 RCW and the rules and regulations of the Commission adopted pursuant thereto. 3. The application in this Docket contains (a) a description of the purposes for which the proposed Securities will be issued along with certification by an authorized officer that the proceeds from this financing will be used for the purpose allowed by Chapter 80.08 RCW; (b) a description of the proposed issuance, including the terms of financing; and (c) a statement as to why the proposed transactions are in the public interest. 4. An order finding the application and the proposed offering, issuance and sale of Securities by the Applicant is in compliance with the requirements of Chapter 80.08 RCW should be entered. ORDER THE COMMISSION ORDERS: 1. The application filed by Avista Corporation, and the proposed offering, issuance and sale of the Securities by Avista Corporation as described in the application is in compliance with the requirements of Chapter 80.08 RCW. 2. Avista Corporation shall file, as soon as available: a. The Report of Securities Issued required by WAC 480-146-230. b. Verified copies of any agreement entered into in connection with any transaction pursuant to this order. 3. This order shall in no way affect the authority of this Commission over rates, service, accounts, valuations estimates or determination of costs, or any matters whatsoever that may come before it, nor shall anything herein be construed as an acquiescence in any estimate or determination of costs, or any valuation of property claimed or asserted. DONE at Olympia, Washington , and effective this day of 2003. WASHINGTON UTILITIES AND TRANSPORTATION COMMISSION Carole Washburn Secretary CONFOR11ED Wherefore, the undersigned, an authorized agent of the Applicant, requests that the Washington Utilities and Transportation Commission issue its order affirming that the applicant has complied with the requirements of RCW 80.08.040. The undersigned certifies, under penalties of perjury as provided in RCW 9A.72.085, that she has read the foregoing application and knows the contents thereof and that the same are true to the best of her own knowledge or belief. Done at Spokane, Washington this 12th day of May, 2003. AVISTA CORPORATION By:Isl Diane C. Thoren Diane C. Thoren Assistant Treasurer Exhibit D- PROPOSED ORDER OF APPLICANT BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION In the Matter of the Application of A VISTA CORPORATION for an Order authorizing the offering, issuance and sale of Securities not to exceed $150.000.000 CASE NO. ORDER NO. On May 12, 2003, Avista Corporation (hereinafter called "Applicant") filed an Application with the Idaho Public Utilities Commission for an Order authorizing the offering, issuance and sale by the Applicant of up to $150,000,000 of secured or unsecured, fixed or floating rate bonds, notes and other evidences of indebtedness, including, without limitation , assumption of any obligation or liability as guarantor, indorser surety or otherwise in respect to the securities of any other person, firm , corporation , or affiliate of the Applicant, and any refunding, extension, renewal or replacement of any of the foregoing (the Securities The Commission , having fully considered the Application and exhibits attached thereto, and all of the Commission s files and records pertaining to this Application, now makes the following Findings of Fact and Conclusions of law: FINDINGS OF FACT Avista Corporation is a Washington corporation qualified to do business within the State of Idaho. The Applicant is a public utility engaged in the generation , purchase, transmission , distribution and sale of electric energy and the purchase, distribution and sale of natural gas. The Applicant proposes to receive authorization to offer, issue and sell certain secured or unsecured bonds, notes and other evidences of indebtedness, including, without limitation, assumption of any obligation or liability as guarantor, indorser, surety or otherwise in respect to the securities of any other person, firm , corporation , or affiliate of the Applicant, and any refunding, extension, renewal or replacement of any of the foregoing (the "Securities The net proceeds will be used for (a) the improvement or maintenance of its service; (b) the discharge or lawful refunding of its obligations; (c) the reimbursement of moneys actually expended for said purposes from income or from other moneys in the treasury not secured by or obtained from the issue, assumption or guarantee of securities; or (d) any other purpose approved by the commission or authorized by law. No person has received or will be entitled to receive from the Applicant any fee (1) for services in connection with the consummation of the issuance and sale of the above-referenced securities, other than fees for legal, accounting or similar professional or technical services, or (2) for services in securing underwriters, sellers or purchasers of the securities. CONCLUSIONS OF LAW The Applicant is an electric corporation within the definition of Idaho Code ~ 61-119 and a public utility within the definition of Idaho Code ~ 61-129. The Idaho Public Utilities Commission has jurisdiction over this application pursuant to the provisions of Idaho Code ~ 61-901 et seq., and the Application reasonably conforms to Rules 141 through 150 of the Commission s Rules of Procedure (IDAPA 31.01.01.141-150). The proposed offering, issuance and sale of the Securities is for a lawful purpose and are within Applicant's corporate powers. The proposed transaction is in the public interest, and a formal hearing on this matter would serve no public purpose. All lawful fees have been paid by Applicant as provided by Idaho Code ~ 61-905. ORDER IT IS THEREFORE ORDERED that Avista Corporation be, and the same hereby is, authorized to offer issue and sell the Securities as described in the application. IT IS FURTHER ORDERED that the Applicant is hereby authorized to issue the Securities in the manner and for the purposes described in the application with continuing authority to refund, extend, renew or replace the same without further order of the Commission , provided that the fees, interest rates and expenses charged or incurred in connection with any transactions entered into under the authority of this order, and any refunding, extension, renewal or replacement thereof, are competitive with then-existing market prices for similar transactions. IT IS FURTHER ORDERED that the foregoing authorization is without prejudice to the regulatory authority of the Commission with respect to rates , utility capital structure, service, accounts , valuation, estimates or determination of costs 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 payor 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 Applicant'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 2003. DENNIS S. HANSEN , PRESIDENT MARSHA H. SMITH, COMMISSIONER PAUL KJEllANDER, COMMISSIONER ATTEST: Myrna J. Walters Commission Secretary day of WHEREFORE, the Applicant respectfully requests the Idaho Public Utilities Commission for an Order authorizing Avista Corporation (hereinafter called "Applicant"to issue up to and including $150,000,000 of the Securities. Dated to Spokane, Washington, this 12th day of May, 2003. AVISTA CORPORATION By ~C~ Diane C. Thoren, Assistant Treasurer STATE OF WASHINGTON County of Spokane Diane C. Thoren, being duly sworn , under penalty of perjury deposes and says: That she is Assistant Treasurer of AVISTA CORPORATION; that she has read the foregoing application and knows the contents thereof; and that the same is true of her own knowledge and belief, and as to those matters she believes them to be true. ~~ C~ Diane C. Thoren, Assistant Treasurer SUBSCRIBED AND SWORN to before me this 12th day of May, 2003. ~~A ~~~~&\"""'-~ ~~ ~ ....a ~, ~ !g ~OTAR,.. "' \ =: =.,., PUBL\C :4? ~ iiI!!: :;..\" - ,t ~,,;;,~ r-:-,1\" 22.~.:...,v-. .Jo.\..." "'1. 'F WAS~' "'IIIIIfI"