HomeMy WebLinkAbout28848.docBEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
in the matter of THE APPLICATION OF IDAHO POWER COMPANY FOR AN ORDER AUTHORIZING THE ISSUANCE AND SALE OF UP TO $200,000,000 OF APPLICANT'S (1) FIRST MORTGAGE BONDS, (2) SERIAL PREFERRED STOCK, WITHOUT PAR VALUE AND (3) DEBT SECURITIES.
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CASE NO. IPC-E-01-27
ORDER NO. 28848
This matter is before the Commission upon the Application of Idaho Power Company ("Applicant") filed August 7, 2001, for authority to issue and sell securities from time to time. More specifically, the Company proposes to issue: (a) up to $200,000,000 aggregate principal amount of one or more series of Applicant's First Mortgage Bonds, which may be designated as secured medium-term notes (Bonds); (b) up to $200,000,000 in gross proceeds to Applicant of one or more series of its Serial Preferred Stock, Without Par Value (Preferred Stock); and (c) up to $200,000,000 aggregate principal amount of one or more series of unsecured debt securities of the Applicant (Debt Securities); provided however, that the total principal amount of the Bonds, the gross proceeds to Applicant of the Preferred Stock and the principal amount of the Debt Securities to be issued and sold shall not exceed $200,000,000. Having fully considered the Application, attached exhibits, and the applicable laws and rules, the Commission makes the following findings:
FINDINGS OF FACT
The Commission has jurisdiction over this matter pursuant to Idaho Code Title 61, Chapters 1 and 9.
The Applicant is incorporated under the laws of the State of Idaho and is qualified to do business in the states of Oregon, Nevada, Montana and Wyoming in connection with its utility business, with its principal office in Boise, Idaho.
The Applicant seeks authority to issue and sell, from time to time: (a) up to $200,000,000 aggregate principal amount of one or more series of the Bonds under its Indenture of Mortgage and Deed of Trust, dated as of October 1, 1937 as supplemented and amended ("Mortgage"), and as to be further supplemented and amended; (b) up to $200,000,000 of one or more new series of its Serial Preferred Stock, Without Par Value, under its Restated Articles of Incorporation, as amended; and (c) up to $200,000,000 aggregate principal amount of one or more series of Debt Securities under a new unsecured debt Indenture of Applicant; provided, that the total principal amount of the Bonds and gross proceeds to the Applicant of the Preferred Stock and the principal amount of the Debt Securities to be issued and sold shall not exceed $200,000,000.
The Applicant has filed a registration statement for the Bonds, Preferred Stock and Debt Securities with the Securities and Exchange Commission (SEC) pursuant to the shelf registration provisions of Rule 415 of the Securities Act of 1933, as amended. This will enable the Applicant to take advantage of attractive market conditions efficiently and rapidly. Under the shelf registration, the Applicant will be able to issue the Bonds, Preferred Stock and/or Debt Securities at different times without the necessity of filing a new registration statement. The Applicant requests authority to issue the Bonds, Preferred Stock and/or Debt Securities over a period of two years from the date of this Order.
The Bonds will be issued pursuant to one or more supplemental indentures to the Mortgage and will be secured equally with the other First Mortgage Bonds of the Applicant. The Applicant states that price or prices, issuance date or dates, maturity or maturities, interest rate or rates (which may be fixed or variable) and/or the method of determination of such rate or rates, time of payment of interest, whether all or a portion of the Bonds will be discounted, whether all or a portion of the Bonds will be issued in global form, repayment terms, redemption terms, if any, and any other special terms of the Bonds have not yet been determined and may be different for each issuance of the Bonds.
The Bonds may be designated as secured medium-term notes. The medium-term notes could have maturities from nine months to thirty years. Before issuing medium-term notes, the Applicant will file a Prospectus Supplement with the SEC setting forth the general terms and conditions of the medium-term notes to be issued. Upon each issuance of the medium-term notes pursuant to the Prospectus Supplement, the Applicant will file a Pricing Supplement with the SEC providing a specific description of the terms and conditions of each issuance of the medium-term notes. The Applicant will also file a copy of the Prospectus Supplement and Pricing Supplements with the Commission.
The Preferred Stock will be issued pursuant to the provisions contained in the Applicant's Restated Articles of Incorporation relating to Serial Preferred Stock, Without Par Value. Applicant states that the series designation, aggregate amount of the issue, purchase price or prices, retirement date or dates, sinking fund provisions, if any, dividend rate or rates (which may be fixed or variable) and/or the method of determination of such rate or rates, time of payment of dividends, redemption terms, if any, and any other special terms of the Preferred Stock have not yet been determined and may be different for each issuance of the Preferred Stock.
The Debt Securities will be unsecured obligations of the Applicant and will be issued under a new unsecured debt Indenture of the Applicant. Applicant states that the series designation, aggregate amount of the issue, purchase price or prices, retirement date or dates, sinking fund provisions, if any, interest rate or rates (which may be fixed or variable) and/or the method of determination of such rate or rates, time of payment of interest, redemption terms, if any, and any other special terms of the Debt Securities have not yet been determined and may be different for each issuance of the Debt Securities.
Applicant states that the Bonds, Preferred Stock and/or Debt Securities may be sold by public sale or private placement, directly by the Applicant or through agents designated from time to time or through underwriters or dealers. If any agents of the Applicant or any underwriters are involved in the sale of the Bonds, Preferred Stock and/or Debt Securities, the names of such agents or underwriters, the initial price to the public (if applicable), any applicable commissions or discounts, and the net proceeds to the Applicant will be filed by the Applicant with the Commission. If the Bonds are designated as medium-term notes and sold to an agent or agents as principal, the names of the agents, the price paid by the agents, any applicable commission or discount paid by the Applicant to the agents and the net proceeds to the Applicant will be filed with the Commission.
The net proceeds to be received by the Applicant from the sale of the Bonds, Preferred Stock and/or Debt Securities will be used for the acquisition of property; the construction, completion, extension or improvement of its facilities; the improvement or maintenance of its service; the discharge or lawful refunding of its obligations; and for general corporate purposes. To the extent that the proceeds from the sale of the Bonds, Preferred Stock or Debt Securities are not immediately so used, they will be temporarily invested in short-term discounted or interest-bearing obligations.
CONCLUSIONS OF LAW
Applicant is incorporated under the laws of the State of Idaho and is duly authorized to do business in the states of Oregon, Nevada, Montana and Wyoming in connection with its utility operations.
The Commission has jurisdiction over this Application.
The Commission does not have before it for determination and, therefore, does not determine the effect of the Bonds, Preferred Stock and/or Debt Securities on rates to be charged by Applicant for electric service to consumers in the State of Idaho.
The proposed issuance and sale of the Bonds, Preferred Stock and/or Debt Securities are 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 fees have been paid by Applicant in accordance with Idaho Code § 61-905.
O R D E R
IT IS THEREFORE ORDERED that the Application of Idaho Power Company to issue and sell from time to time: (a) up to $200,000,000 aggregate principal amount of one or more series of the Bonds; (b) up to $200,000,000 in gross proceeds to Applicant of one or more series of its Serial Preferred Stock; and (c) up to $200,000,000 aggregate principal amount of one or more series of the Debt Securities in the ways and for the purposes set forth in its Application be, and the same is hereby granted; provided, that the total principal amount of the Bonds, gross proceeds to the Applicant of the Preferred Stock and the principal amount of the Debt Securities to be issued and sold shall not exceed $200,000,000. This authorization shall be for two years from the service date of this Order. Applicant may request an extension of this authorization by letter filed with the Commission prior to the expiration of such two-year period.
IT IS FURTHER ORDERED that Applicant notify the Commission by letter within seven (7) days (or as soon as possible, if the required information is not available within seven (7) days) before the issuance of the Bonds, Preferred Stock and/or Debt Securities of the likely range of interest rates or dividend rates and other terms for the securities, unless, in the case of Bonds, the Bonds are issued as medium-term notes.
IT IS FURTHER ORDERED that Applicant file, as promptly as possible after the issuance of each series of Bonds, a copy of the Prospectus Supplement showing the terms of the sale, and the names of the purchasers or underwriters or agents with the Commission. If the Applicant issues Bonds designated as medium-term notes, the Applicant's reporting requirements shall consist of filing with the Commission a copy of the Prospectus Supplement for the medium-term notes as filed with the SEC. The Applicant shall also file with the Commission a copy of the Pricing Supplements filed with the SEC, setting forth the specific terms and conditions for each issuance of the medium-term notes.
IT IS FURTHER ORDERED that Applicant file, as promptly as possible after the issuance of each series of the Preferred Stock, a copy of the Prospectus Supplement showing the terms of the sale, and the names of the purchasers or underwriters or agents with the Commission.
IT IS FURTHER ORDERED that Applicant file, as promptly as possible after the issuance of each series of Debt Securities, a copy of the Prospectus Supplement showing the terms of the sale, and the names of the purchasers or underwriters or agents with the Commission.
IT IS FURTHER ORDERED that nothing in this Order shall be construed to obligate the State of Idaho to pay or guarantee in any manner whatsoever any security authorized, issued, assumed, repurchased, defeased or guaranteed under the provisions of this Order.
IT IS FURTHER ORDERED that this authorization is without prejudice to the regulatory authority of this Commission with respect to rates, services, accounts, evaluation, 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 the issuance of this Order does not constitute acceptance of Idaho Power Company's exhibits or other material accompanying this Application for any purpose other than the issuance of this Order.
THIS IS A FINAL ORDER. Any person interested in this Order (or in issues finally decided by this Order) or in interlocutory Orders previously issued in this Case No. IPC-E 01 27 may petition for reconsideration within twenty-one (21) days of the service date of this Order with regard to any matter decided in this order or in interlocutory Orders previously issued in this Case No. IPC-E-01-27. 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 ______ day of September 2001.
PAUL KJELLANDER, PRESIDENT
MARSHA H. SMITH, COMMISSIONER
DENNIS S. HANSEN, COMMISSIONER
ATTEST:
Jean D. Jewell
Commission Secretary
vld/O:IPC-E-01-27_dh
ORDER NO. 28848 6
Office of the Secretary
Service Date
September 14, 2001