HomeMy WebLinkAbout20030515Application.pdf933
Avista Corp.
1411 East Mission PO Box3727.
Spokane, Washington 99220-3727.
Telephone 509-489-0500
Toll Free 800-727.-917.0
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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 ~,.
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aggregate principal amount of the Securities as described in this application. -I g 2 ~-:::: (....oj
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The following information and specific exhibits are furnished in support thereof: 2~ ~ \;j::2r~
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(a) Name and address of principal business office:
Avista Corporation
1411 East Mission Avenue
Spokane W A 99202-2600
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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.
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Diane C. Thoren, Assistant Treasurer
SUBSCRIBED AND SWORN to before me this
12th day of May, 2003.
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