20180622Decision Memo.pdf

DECISION MEMORANDUM
TO:COMMISSIONER KJELLANDER
COMMISSIONER RAPER
COMMISSIONER ANDERSON
COMMISSION SECRETARY
COMMISSION STAFF
LEGAL
FROM:BRANDON KARPEN
DEPUTY ATTORNEY GENERAL
DATE: JUNE 20,2018
SUBJECT:JOINT APPLICATION OF HYDRO ONE LIMITED AND AVISTA
CORPORATION FOR APPROVAL OF MERGER AGREEMENT;
CASE NOS. AVU.E-I7-09 AND AVU-G.17.05
On July 19,2017, Avista announced that it had entered into a merger agreement with
Hydro One ("Applicants"). On September 14, 2017, the Applicants filed the above captioned
joint application for approval of the merger. Approval of the Application would result in Avista
becoming a wholly owned subsidiary of a Hydro One holding company. Idaho Forest Group,
Clearwater Paper, Idaho Conservation League (ICL), the Community Action Partnership
Association of Idaho (CAPAI), and the Washington and Northern Idaho District Council of
Laborers (WNIDCL) intervened as parties.
After multiple settlement discussions, on April 13,2018, the Applicants filed a Motion
for Approval of Stipulation notifying the Commission that all parties had reached a full
settlement, and requested that the settlement be processed by modified procedure. The
Commission granted that request, and issued notice of proposed settlement and set comment
deadlines.
On June 12-14, 2018, the Commission conducted well-attended public hearings in
Moscow, Sandpoint, and Coeur d'Alene. Additionally, to date, the Commission has received
approximately 370 public comments on the merger. The issues raised in those comments and at
the hearings include, but are not limited to, concerns regarding the Canadian location of Hydro
One, the Golden Share ring fencing provision, jurisdiction of this Commission after the merger
closes, ownership of Avista assets, the imposition of Canadian regulations in ldaho, the rate
DECISION MEMORANDUM I
impact of the merger, Avista ratepayer obligations related to Hydro One debt, and the effect the
merger will have on American waterways.
STAFF RECOMMENDATION
Due to the remarkable public interest in the proposed merger, Staff recommends that the
Commission hold a technical hearing to address the concerns and issues raised by the public.
Staff recommends that the Commission convene a technical hearing at the Commission offices
on Monday, July 23,2018, at 9:30 AM (MDT). Staff further recommends that the Commission
direct the Company, and intervenors, if necessary, to prepare to present live direct testimony at
the technical hearing.
COMMISSION DECISION
Does the Commission wish to issue notice of the technical hearing as described in the
Staff recommendation?
Deputy ttorney General
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2DECISION MEMORANDUM