20181217Avista Petition for Reconsideration - WA.pdf

ldaho Public Utilities Commission
Office of the SecretarvRECEIVED
DEC I 7 20t8
Avlrta Corp.
141'l East Mission P.O. Box 3727
Spokane. Waehington 9e2204500
Telepinru 509-fBS05m
ToflFme 8&727-9170
Boise,ldaho ffitrtt
Corp.
VIA Eleclronic and Overnight lvlail
December 17,2018
Mark L. Johnson
Executive Director and Secretary
Washington Uti I ities & Transportation Commission
1300 S. Evergteen Park flrive S. W.
P,O. Box 47250
Olympia, Washington 98504-7250
RE: Petition for Reconsideration and Rehearing in l)ocket U-l70970
Avista Coqporation heteby submits an original and five (5) copies of the Petition for
Rcconsideration and Rehearing. A servirrc list is attached, with the parties on thc scrvicc list
rcceiving a complete copy of this filing by overnight mail.
If you have any questions, please do not hesitate t,o contact David Meyer on behalf of Avista
Corporation at 509-495-4316 or [e-mail] orLiz Thornas on behalf of Hydro
Onc Limite d, at 206 -37 0 -7 63 I or I i z. thomas@.k lgates. com.
Sincerely,
Michael Andrca
Senior Counsel
Cc: Service List in U-170970
Page I of I
Press Release
Hydro One and Avista file request to reconsider decision in Washington
merger case
TORONTO and SPOIGNE, WA, Dec.17,2018 - As announced on December 10, 2018, Hydro One Limited
("Hydro One") (TSX: H) and Avista Corporation ("Avista") (NYSE: AVA) today filed a petition requesting
that the Washington Utilities and Transportation Commission ("UTC") reconsider its December 5, 2018
order denying approval of Hydro One's acquisition of Avista, together with a petition requesting that the
UTC rehear the matter to accept new evidence.
Under Washington law, the UTC has 20 days to act on the petition for reconsideration. lf the UTC grants
the petition for reconsideration, it may modify its prior order or take any actions it deems appropriate,
including extending the timeframe for its deliberations.
A copy of the filing can be found at www.utc.wa.gov.
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For further information:
Hydro One
Media:
Jay Armitage
Director, Corporate Communications
media. relations@ hyd roone.com, 415-345-6858
lnvestors:
Omar Javed
Vice President, lnvestor Relations
investor. relations@ hyd roone.com, 416-345-5943
Avista
Media:
Casey Fielder, Communications Manager
[e-mail], 509-495-4916
lnvestors:
Jason Lang, Director of Finance
[e-mail], 509-495-2930
About Hydro One Limited
We are Ontario's largest electricity transmission and distribution provider with more than 1.3 million
valued customers, over CS25 billion in assets and 2017 annual revenues of nearly CS6 billion. Our team of
over 7,400 skilled and dedicated regular and non-regular employees proudly and safely serves suburban,
rural and remote communities across Ontario through our 30,000 circuit km of high-voltage transmission
and 123,000 circuit km of primary distribution networks. Hydro One is committed to the communities we
serve, and has been rated as the top utility in Canada for its corporate citizenship, sustainability, and
diversity initiatives. We are one of only six utility companies in Canada to achieve the Sustainable
Electricity Company designation from the Canadian Electricity Association. We also provide advanced
broadband telecommunications services on a wholesale basis utilizing our extensive fibre optic network.
Hydro One Limited's common shares are listed on the Toronto Stock Exchange (TSX: H).
Forward-tooking Statements and I nformation
This press release and the filing to which it refers may contain "forward-looking information" within the
meaning of applicable securities laws. Words such as "expect", "anticipate", "intend", "attempt", "may",
"plan" , "will" , "can" , "believe", "seek", "estimate", and variations of such words and similar expressions
are intended to identify such forward-looking information. These statements are not guarantees of future
performance or actions and involve assumptions and risks and uncertainties that are difficult to predict.
Therefore, actual outcomes and results may differ materially from what is expressed, implied or
forecasted in such forward-looking information. Some of the factors that could cause actual results or
outcomes to differ materially from the results expressed, implied or forecasted by such forward-looking
information, including some of the assumptions used in making such statements, are discussed more fully
in Hydro One's filings with the securities regulatory authorities in Canada, which are available on SEDAR
at www.sedar.com. Hydro One does not intend, and it disclaims any obligation, to update any forward-
looking information, except as required by law.
About Avista Corporation
Avista Corporation is an energy company involved in the production, transmission and distribution of
energy as well as other energy-related businesses. Avista Utilities is our operating division that provides
electric service to 383,000 customers and natural gas to 348,000 customers. lts service territory covers
30,000 square miles in eastern Washington, northern ldaho and parts of southern and eastern Oregon,
with a population of 1.5 million. Alaska Energy and Resources Company is an Avista subsidiary that
provides retail electric service in the city and borough of Juneau, Alaska, through its subsidiary Alaska
Electric Light and Power Company. Avista stock is traded under the ticker symbol "AVA." For more
information about Avista, please visit www.myAvista.com.
This news release contains forward-looking statements regarding the company's current expectations.
Forward-looking statements are all statements other than historical facts. Such statements speak only as
of the date of the news release and are subject to a variety of risks and uncertainties, many of which are
beyond the company's control, which could cause actual results to differ materially from the
expectations. These risks and uncertainties include, in addition to those discussed herein, all of the
factors discussed in the company's Annual Report on Form 10-K for the year ended Dec. 31, 2OL7 and
the Quarterly Report on Form 10-Q for the quarter ended Sept. 30, 2018.
BEFORE THE WASHINGTON
UTILITIES AND TRANSPORTATION COMMISSION
In the Matter of the Joint Application of DOCKET UE-I7O97O
HYDRO ONE LIMITED and
AVISTA CORPORATION
For an Order Authorizing Proposed
Transaction
DECLARATION OF KARI L. VANDER
STOEP TN SUPPORT OF HYDRO ONE
LIMITED'S AND AVISTA
CORPORATION' S PETITION FOR
RECONSIDERATION AND
REHEARING
1 I, Kari L. Vander Stoep, declare as follows:
2 1. I am duly licensed to practice law in the State of Washington and before the
3 Washington Utilities and Transportation Commission (the "Commission"). I am a partner
4 with the firm K&L Gates LLP and am an attorney of record for Hydro One Limited ("Hydro
5 One") in the above-referenced action. I make this declaration based upon my own personal
6 knowledge, and can testify as to the truth of the statements contained herein if called upon to
7 do so.
8 2. I make this declaration in support of Hydro One Limited's and Avista
9 Corporation's Petition for Reconsideration and Rehearing filed concurrently herewith.
10 3. Attached hereto as Exhibit A is a true and correct copy of a letter from
1.1. Stephen Rhodes, the Deputy Minister of Energy for the Province of Ontario, dated
12 November 29,2018.
13 I declare under penalty of perjury pursuant to the law of the State of Washington that
14 the foregoing is true and corect.
DECLARATION OF KARI L. VANDER STOEP IN SUPPORT OF HYDRO ONE'S AND AVISTA'S
PETITION FOR RECONSIDERATION AND RET{EARING - I
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aJ
Respectfully submitted this 17th day of December 2018.
|{e;,*f**qw
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Kari Vander Stoep, Partner, WSBA No. 35923
K&L Gates LLP
On Behalf of Hydro One Limited and
Olympus Equity LLC
925 Fourth Avenue, Suite 2900
Seattle, WA 98104-l158
kari.vanderstoep@kl gates.com
DECLARATION OF KARI L. VANDER STOEP IN SUPPORT OF HYDRO ONE'S AND AVISTA'S
PETITION FOR RECONSIDERATION AND RETMAzuNG - 2
Ministry of Energy,
Northsrn Development
and Mines
Office of the Deputy Minister of Energy
Hearst Block, 4'h Floor
900 Bay Street
Toronto, ON M7A 2E1fol 416-327-6758
Fax: [phone]
Ministdre de l'Energie,
du D6veloppement du Nord
et dos Minos
Bureau du sousfiinistre de l'Energie
Edifice Hearst, 4" 6tage
900, rue Bay
Toronto, ON M7A 2E1T6l.: 416-327-6758
T6t6c.: 416-327-6755
Ontario
Re
November 29,2018
Tom Woods
Chair, Hydro One Ltd.
483 Bay Street,
8th Floor, South Tower
Toronto, ON MSG 2P5
Dear Mr. Woods,
Proceeding before the Public Utility.Commission of Oregon regarding the
proposed acquisition of Avista Gorpciration ("Avista") by Hydro One Limited
("Hydro One") - Request for Affidavit from the Province of Ontario
I am sending this in response to email correspondence I received from you on November 6,
2018. I understand that Hydro One is requesting that the Province of Ontario, as represented by
the It4inister of Energy, Northern Development and Mines ("Province"), provide a sworn affidavit
to be filed in support of the.ongoing proceedings before the Public Utility Commission of Oregon
("OPUC') related to the proposed acquisition of Avista by Hydro One ("OPUC Proceedings"), A
draft copy of the proposed affidavit, as well as a briefing note on this matter, was included in
your email to me.
I understand that the purpose of the proposed affidavit would be to provide assurance that the
Province will not exercise any substantial influence over the policies and actions of Avista after
the company has been acquired by Hydro One. You advised that there may be a concern
amongst the parties to the OPUC Proceeding regarding the Province's potential influence over
Avista after it has been acquired by Hydro One.
I understand that Hydro One has already indicated to OPUC that there are a number of factors
that mitigate against the risk that the Province might be able to exercise a substantial influence
over Avista after the lransaction is cornpleted. First, the rights that the Province might normally
be able to exercise as the largest shareholder of Hydro One are significantly limited by the
terms of the Governance Agreement. Moreover, all of the directors on Hydro One's Board (and
all of Hydro One's subsidiary boards) are independent of the Province and there are no
provincial nominees or representatives among the corporation's senior management team.
Finally, Hydro One has already made a series of governance and ring-fencing settlement
commitments that are intended to insulate Avista's business operations after Avista has been
acquired by Hydro One.
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I also understand that Avista and Hydro One have proposed a series of further stipulated
commitments that would facilitate immediate intervention by the OPUC in the event that (1)
Avista's CEO or any other member of the Avista board believes the Province is directly or
indirectly exercising substantial influence over Avista's policies or actions; or, (2) the Hydro One
Board or any member thereof becomes aware of a proposal to amend, effectively modify, or
eliminate the Governance Agreement. I have been advised that these additional stipulations
should provide the OPUC with direct avenues for any regulatory action it considers appropriate
should either of these circumstances arise.
ln light of the factors set out above, the affidavit Hydro One has requested from the Province
does not appear.to be necessary for the purposes of the OPUC Proceedings. The evidence
already provided by Hydro One should be sufficient to address any concerns that the parties to
the OPUC Proceeding may have with respect to the Province's relationship with Hydro One. ln
addition, as you know, there are significant restrictions on the legal authority of government
officials to bind the future exercise of legislative and regulatory powers and any affidavit would
need to be carefully tailored with these restrictions in mind. We are of the view that it would be
preferable that Hydro One not offer to provide any such affidavit to OPUC.
I want to reiterate the Ministry's commitment to supporting Hydro One in its efforts to complete
the Avista acquisition.
Should you have any further questions, please feel free to contact me.
Sincerely,
Stephen Rhodes
Deputy [\tlinister, Energy
Ministry of Energy, Northern Development and Mines (ENDM)
cc:Nina Chiarelli- Chief of Staff, Minister of ENDIM
Carolyn Calwell- ADM, Strategic, Network and Agency Policy Division, ENDM
Maud Murray - Legal Director, Energy