20030318Order No 29208.pdf

Office of the Secretary
Service Date
March 18, 2003
BEFORE 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 $300,000,000 OF
IDAHO POWER'S (1) FIRST MORTGAGE
BONDS, (2) SERIAL PREFERRED STOCK,
WITHOUT PAR V ALUE AND (3) DEBT
SECURITIES
CASE NO. IPC-03-
ORDER NO. 29208
On March 3 , 2003 , Idaho Power Company ("Idaho Power ) filed an Application for
authority to issue and sell from time to time (a) up to $300 000 000 aggregate principal amount
of one or more series of Idaho Power s First Mortgage Bonds, which may be designated as
secured medium-term notes (Bonds), (b) up to $300 000 000 in gross proceeds to Idaho Power of
one or more series of its Serial Preferred Stock, Without Par Value (Preferred Stock), and (c) up
to $300 000 000 aggregate principal amount of one or more series of unsecured debt securities of
Idaho Power (Debt Securities); provided however, that the total principal amount of the Bonds
the gross proceeds to Idaho Power of the Preferred Stock and the principal amount of the Debt
Securities to be issued and sold shall not exceed $300 000 000. The Commission, having fully
considered the Application and attached exhibits, its files and records relating to the Application
and the applicable laws and rules, now makes the following:
FINDINGS OF FACT
nIne.
The Commission has jurisdiction pursuant to Title 61 , Idaho Code, Chapters one and
Idaho Power 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.
Idaho Power seeks authority to issue and sell, from time to time, (a) up to
$300 000 000 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 $300 000 000 in gross
proceeds to Idaho Power of one or more new series of its Serial Preferred Stock, Without Par
ORDER NO. 29208
Value, under its Restated Articles of Incorporation, as amended, and (c) up to $300 000 000
aggregate principal amount of one or more series of Debt Securities under an unsecured debt
Indenture of Idaho Power; provided, that the total principal amount of the Bonds and gross
proceeds to Idaho Power of the Preferred Stock and the principal amount of the Debt Securities
to be issued and sold shall not exceed $300 000 000.
Idaho Power 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
Idaho Power to take advantage of attractive market conditions efficiently and rapidly. Under the
shelf registration, Idaho Power 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. Idaho
Power 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 Idaho Power.
Idaho Power may enter into interest rate hedging arrangements with respect to the Bonds
including treasury interest rate locks, treasury interest rate caps and/or treasury interest rate
collars. Idaho Power 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, whether interest
rate hedging arrangements will apply to the Bonds, 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
publicly, Idaho Power will file a Prospectus Supplement with the SEC setting forth the general
terms and conditions ofthe medium-term notes to be issued. Upon each issuance of the medium-
term notes pursuant to the Prospectus Supplement, Idaho Power will file a Pricing Supplement
with the SEC providing a specific description of the terms and conditions of each issuance of the
ORDER NO. 29208
medium-term notes. Idaho Power 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 Idaho
Power s Restated Articles of Incorporation relating to Serial Preferred Stock, Without Par Value.
Idaho Power states that the series designation, aggregate amount of the issue, purchase price or
prices, retirement date or dates, if any, 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 Idaho Power and will be issued
under an existing or new unsecured debt Indenture of Idaho Power. Idaho Power may enter into
interest rate hedging arrangements with respect to the Debt Securities, including treasury interest
rate locks, treasury interest rate caps and/or treasury interest rate collars. Idaho Power 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 Debt Securities will be discounted, whether all or a
portion of the Debt Securities will be issued in global form, whether interest rate hedging
arrangements will apply to the Debt Securities, repayment terms, 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.
Idaho Power states that the Bonds, Preferred Stock and/or Debt Securities may be sold
by public sale or private placement, directly by Idaho Power or through agents designated from
time to time or through underwriters or dealers. If any agents of Idaho Power 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 Idaho Power will be filed by Idaho Power 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
ORDER NO. 29208
discount paid by Idaho Power to the agents and the net proceeds to Idaho Power will be filed
with the Commission.
The net proceeds to be received by Idaho Power 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
Idaho Power is an electrical corporation within the definition of Idaho Code 9 61-119
and is a public utility within the definition of Idaho Code 9 61-129.
The Idaho Public Utilities Commission has jurisdiction over this matter pursuant to
the provisions of Idaho Code 9 61-901 et seq.and the Application reasonably conforms to Rules
141 through 150 of the Commission s Rules of Procedures, IDAPA 31.01.01.141-150.
The general purposes to which the proceeds will be put are lawful purposes under the
Public Utility Law of the state of Idaho and are compatible with the public interest. However
this general approval of the general purposes to which the proceeds will be put is neither a
finding of fact nor a conclusion of law that any particular construction program of the Company
which may be benefited by the approval of this Application has been considered or approved by
this Order, and this Order shall not be construed to that effect.
The issuance of an Order authorizing the proposed financing does not constitute
agency determination/approval of the type of financing or the related costs for ratemaking
purposes, which determination the Commission expressly reserves until the appropriate
proceeding.
All fees have been paid by Idaho Power in accordance with Idaho Code 9 61-905.
ORDER
IT IS THEREFORE ORDERED that the Application of Idaho Power Company to
issue and sell from time to time (a) up to $300 000 000 aggregate principal amount of one or
more series of the Bonds, (b) up to $300 000 000 in gross proceeds to Idaho Power of one or
ORDER NO. 29208
more series of its Serial Preferred Stock, and (c) up to $300 000 000 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 Idaho Power of the Preferred Stock and the principal amount of the
Debt Securities to be issued and sold shall not exceed $300 000 000. This authorization shall be
for two years from the date of this Order. Idaho Power 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 Idaho Power 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 Idaho Power 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 Idaho
Power issues Bonds designated as medium-term notes, Idaho Power 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 SEe. Idaho Power 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 Idaho Power 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 Idaho Power 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.
ORDER NO. 29208
IT IS FURTHER ORDERED that Idaho Power file a verified statement setting forth
in reasonable detail the disposition of the proceeds of each sale and issuance pursuant to this
Order.
IT IS FURTHER ORDERED that nothing in this Order and no provisions of Title 61
Chapter 9, 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 said Title 61 , Chapter
, Idaho Code.
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 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 9 61-626.
ORDER NO. 29208
DONE by Order of the Idaho Public Utilities Commission at Boise, Idaho this 17'/1.
day of March 2003.
Gii:~Em--
MARSHA H. SMITH, COMMISSIONER
ATTEST:
O:IPCEO303 In
ORDER NO. 29208