20120417Pricing Supplements 3 and 4.pdf

RECEfVFO
IHO
POWER
An IDACORP Company
IDAHO POWER COMPANY
P.O. BOX 70
BOISE, IDAHO 83707
r
TRICK A. HARRINGTON
Corporate Secretary
Ms. Jean D. Jewell
Secretary
Idaho Public Utilities Commission
Statehouse
Boise, Idaho 83720
April 16, 2012
Re: In the Matter of the Application of Idaho Power Company for an Order
Authorizing the Issuance and Sale of up to $500,000,000 of Idaho Power's
First Mortgage Bonds and Debt Securities
Case No. IPC-E-10-10
Dear Ms. Jewell:
On April 13, 2012, Idaho Power Company issued $150 million of secured Medium-Term
Notes ("MTNs"), as authorized under the Commission's Order No. 31053 in the above
referenced case. The MTNs were issued in the form of $75 million of 2.95% First Mortgage
Bonds due 2022 and $75 million of 4.30% First Mortgage Bonds due 2042.
Enclosed for filing with the Commission in connection with the issuance of the MTNs are
three copies of Pricing Supplement No. 3 for the $75 million of 2.95% First Mortgage Bonds due
2022 and Pricing Supplement No. 4 for the $75 million of 4.30% First Mortgage Bonds due
2042.
Please contact me at 388-2878 if you have any questions regarding this filing.
Sincerely,
;?
c: Terri Carlock-IPUC w/attachments
{00082597.DOC; 11 P.O. Box 70 Boise, ID 83 70 7
Telephone [phone], Fax [phone]
pharringtonidahopower.com
Pricing Supplement No. 3 Dated April 10, 2012
(To Prospectus dated May 25, 2010 and
Prospectus Supplement dated June 17, 2010)
relating to First Mortgage Bonds,
Secured Medium-Term Notes, Series I
$75,000,000
IDAHO POWER COMPANY
2.95% First Mortgage Bonds due 2022
2.95% First Mortgage Bonds due 2022 (the "Notes")
$75,000,000
99.829% payable in immediately available funds, plus
accrued interest from the Original Issue Date
0.625%
99.204%
2.95% per annum
April 13, 2012
April 13, 2012
April 1 and October 1, commencing October 1, 2012
March 15 and September 15
April 1, 2022
See "Optional Redemption" below
Book-Entry
BofA Merrill Lynch
J.P. Morgan
Wells Fargo Securities
Mitsubishi UFJ Securities
KeyBanc Capital Markets
RBC Capital Markets
US Bancorp
Title of Securities:
Principal Amount:
Price to Public:
Purchasers' Discount:
Proceeds to Us after Discount:
Interest Rate:
Original Issue Date:
Original Interest Accrual Date:
Interest Payment Dates:
Record Dates:
Maturity Date:
Redemption:
Form:
Optional Redemption:
We may, at our option, redeem the Notes, in whole at any time, or in part from time to time, prior to the maturity
date, as follows:
• Prior to January 1, 2022, at a redemption price equal to the greater of:
100% of the principal amount of the Notes to be redeemed, and
• as determined by an Independent Investment Banker, the sum of the present values of the
remaining scheduled payments of principal on the Notes to be redeemed and interest thereon (not
including any portion of payments of interest accrued as of the date fixed for redemption),
discounted to the date fixed for redemption on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-thy months) at the Treasury Rate (as defined below), plus 15 basis points,
On or after January 1, 2022, at a redemption price equal to 100% of the principal amount of the Notes
to be redeemed,
plus in any case interest accrued and unpaid on the principal amount of the Notes to be redeemed to the date
fixed for redemption.
We will mail notice of any redemption at least 30 days before the date fixed for redemption to each holder of the
Notes to be redeemed.
"Treasury Rate" means, with respect to any date fixed for redemption, the rate per annum equal to the
semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for
such date.
"Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment
Banker as having a maturity comparable to the remaining term of the Notes to be redeemed that would be used,
at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate
debt securities of comparable maturity to the remaining term of the Notes to be redeemed.
"Comparable Treasury Price" means, with respect to any date fixed for redemption, (a) the average of the
Reference Treasury Dealer Quotations for such date, after excluding the highest and lowest such Reference
Treasury Dealer Quotations for such date, or (b) if the corporate trustee obtains fewer than four such Reference
Treasury Dealer Quotations, the average of all the quotations received.
"Independent Investment Banker" means any one of the Reference Treasury Dealers that we may appoint.
"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any date
fixed for redemption, the average, as determined by the corporate trustee, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to
the corporate trustee by such Reference Treasury Dealer at 5:00 p.m. New York City time on the third business
day preceding the date fixed for redemption.
PA
"Reference Treasury Dealer" means (1) each of J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner &
Smith Incorporated and a Primary Treasury Dealer (as defmed below) selected by Wells Fargo Securities, LLC,
and their respective successors, unless any of them ceases to be a primary U.S. Government securities dealer in
New York City (a "Primary Treasury Dealer"), in which case we will substitute another Primary Treasury Dealer
and (2) any other Primary Treasury Dealers that we may select.
Supplemental Plan of Distribution and Terms Agreement:
We have entered into a terms agreement with the purchasers of the Notes with respect to the Notes. The
purchasers are committed to take and pay for all of the Notes if any are purchased. Subject to certain conditions,
each purchaser has severally agreed to purchase the principal amount of the Notes indicated in the table below:
Name
J.P. Morgan Securities LLC
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Wells Fargo Securities, LLC
Mitsubishi UFJ Securities (USA), Inc.
KeyBanc Capital Markets Inc.
RBC Capital Markets, LLC
U.S. Bancorp Investments, Inc.
Total
Principal Amount of Notes
$20,625,000
18,750,000
18,750,000
5,625,000
3,750,000
3,750,000
3,750,000
$75,000,000
The Notes sold by the purchasers to the public will initially be offered at the initial price to the public set forth on
the cover of this pricing supplement. Any Notes sold by the purchasers to securities dealers may be sold at a
discount from the initial price to the public of up to 0.375% of the principal amount of the Notes. Any such
securities dealers may resell any Notes purchased from the purchasers to certain other brokers or dealers at a
discount from the initial price to the public of up to 0.25% of the principal amount of the Notes.
Some of the purchasers or their affiliates (i) participate in our commercial paper program and may from time to
time hold our commercial paper and (ii) are lenders and/or agents under our credit agreement, dated as of
October 26, 2011.
Concurrent with the offering of the Notes, we are also offering, through a separate terms agreement and pricing
supplement, $75,000,000 aggregate principal amount of 4.30% first mortgage bonds due 2042 (the "2042
Notes"), which will rank equally and ratably with the Notes in all respects. While these offerings are concurrent,
they are not dependent or contingent on one another. We cannot assure you that we will complete the offering of
the 2042 Notes.
Interest Payment Dates:
We will make interest payments on the Notes on April 1 and October 1 of each year, commencing October 1,
2012, and at maturity. The record date for the April 1 payment of interest will be March 15 and the record date
for the October 1 payment of interest will be September 15.
Use of Proceeds:
The purchasers will pay the net proceeds from the sale of the Notes to us in immediately available funds. After
our receipt of the net proceeds, the Notes will be credited to the purchasers' accounts at The Depository Trust
Company free of payment. We will use the net proceeds from the sale of the Notes and the 2042 Notes we are
offering concurrently to pay at or prior to maturity our $100 million 4.75% first mortgage bonds due
November 15, 2012 and to fund a portion of our capital requirements. If we do not use the proceeds immediately,
we will temporarily invest them in short-term investments.
Legal Matters:
Rex Blackburn, our Senior Vice President and General Counsel, and Perkins Coie LLP, Seattle, Washington, will
pass upon the validity of the Notes and other legal matters for us. Sullivan & Cromwell LLP, New York, New
York, will pass upon the validity of the Notes for the purchasers listed under "Supplemental Plan of Distribution
and Terms Agreement." As of March 30, 2012, Mr. Blackburn owned 21,674 shares of IDACORP, Inc. common
stock, including shares that may be acquired within 60 days pursuant to the exercise of stock options.
Mr. Blackburn is acquiring additional shares of IDACORP, Inc. common stock at regular intervals through
employee stock plans.
4.
Pricing Supplement No. 4 Dated April 10, 2012
(To Prospectus dated May 25, 2010 and
Prospectus Supplement dated June 17, 2010)
relating to First Mortgage Bonds,
Secured Medium-Term Notes, Series I
$75,000,000
IDAHO POWER COMPANY
4.30% First Mortgage Bonds due 2042
4.30% First Mortgage Bonds due 2042 (the "Notes")
$75,000,000
99.934% payable in immediately available funds, plus accrued
interest from the Original Issue Date
0.75%
99.184%
4.30% per annum
April 13, 2012
April 13, 2012
April 1 and October 1, commencing October 1, 2012
March 15 and September 15
April 1, 2042
See "Optional Redemption" below
Book-Entry
BofA Merrill Lynch
J.P. Morgan
Wells Fargo Securities
KeyBanc Capital Markets
Mitsubishi UFJ Securities
RBC Capital Markets
US Bancorp
Title of Securities:
Principal Amount:
Price to Public:
Purchasers' Discount:
Proceeds to Us after Discount:
Interest Rate:
Original Issue Date:
Original Interest Accrual Date:
Interest Payment Dates:
Record Dates:
Maturity Date:
Redemption:
Form:
Optional Redemption:
We may, at our option, redeem the Notes, in whole at any time, or in part from time to time, prior to the maturity
date, as follows:
Prior to October 1, 2041, at a redemption price equal to the greater of:
100% of the principal amount of the Notes to be redeemed, and
• as determined by an Independent Investment Banker, the sum of the present values of the
remaining scheduled payments of principal on the Notes to be redeemed and interest thereon (not
including any portion of payments of interest accrued as of the date fixed for redemption),
discounted to the date fixed for redemption on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate (as defined below), plus 20 basis points,
On or after October 1, 2041, at a redemption price equal to 100% of the principal amount of the Notes
to be redeemed,
plus in any case interest accrued and unpaid on the principal amount of the Notes to be redeemed to the date
fixed for redemption.
We will mail notice of any redemption at least 30 days before the date fixed for redemption to each holder of the
Notes to be redeemed.
"Treasury Rate" means, with respect to any date fixed for redemption, the rate per annum equal to the semi-
annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for
such date.
"Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment
Banker as having a maturity comparable to the remaining term of the Notes to be redeemed that would be used,
at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate
debt securities of comparable maturity to the remaining term of the Notes to be redeemed.
"Comparable Treasury Price" means, with respect to any date fixed for redemption, (a) the average of the
Reference Treasury Dealer Quotations for such date, after excluding the highest and lowest such Reference
Treasury Dealer Quotations for such date, or (b) if the corporate trustee obtains fewer than four such Reference
Treasury Dealer Quotations, the average of all the quotations received.
"Independent Investment Banker" means any one of the Reference Treasury Dealers that we may appoint.
"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any date
fixed for redemption, the average, as determined by the corporate trustee, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to
the corporate trustee by such Reference Treasury Dealer at 5:00 p.m. New York City time on the third business
day preceding the date fixed for redemption.
"Reference Treasury Dealer" means (1) each of J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner &
Smith Incorporated and a Primary Treasury Dealer (as defined below) selected by Wells Fargo Securities, LLC,
and their respective successors, unless any of them ceases to be a primary U.S. Government securities dealer in
New York City (a "Primary Treasury Dealer"), in which case we will substitute another Primary Treasury Dealer
and (2) any other Primary Treasury Dealers that we may select.
Supplemental Plan of Distribution and Terms Agreement:
We have entered into a terms agreement with the purchasers of the Notes with respect to the Notes. The
purchasers are committed to take and pay for all of the Notes if any are purchased. Subject to certain conditions,
each purchaser has severally agreed to purchase the principal amount of the Notes indicated in the table below:
Name
J.P. Morgan Securities LLC
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Wells Fargo Securities, LLC
KeyBanc Capital Markets Inc.
Mitsubishi UFJ Securities (USA), Inc.
RBC Capital Markets, LLC
U.S. Bancorp Investments, Inc.
Principal Amount of Notes
$ 20,625,000
18,750,000
18,750,000
5,625,000
3,750,000
3,750,000
3,750,000
Total $ 75,000,000
The Notes sold by the purchasers to the public will initially be offered at the initial price to the public set forth on
the cover of this pricing supplement. Any Notes sold by the purchasers to securities dealers may be sold at a
discount from the initial price to the public of up to 0.45% of the principal amount of the Notes. Any such
securities dealers may resell any Notes purchased from the purchasers to certain other brokers or dealers at a
discount from the initial price to the public of up to 0.25% of the principal amount of the Notes.
Some of the purchasers or their affiliates (i) participate in our commercial paper program and may from time to
time hold our commercial paper and (ii) are lenders and/or agents under our credit agreement, dated as of
October 26, 2011.
Concurrent with the offering of the Notes, we are also offering, through a separate terms agreement and pricing
supplement, $75,000,000 aggregate principal amount of 2.95% first mortgage bonds due 2022 (the "2022
Notes"), which will rank equally and ratably with the Notes in all respects. While these offerings are concurrent,
they are not dependent or contingent on one another. We cannot assure you that we will complete the offering of
the 2022 Notes.
Interest Payment Dates:
We will make interest payments on the Notes on April 1 and October 1 of each year, commencing October 1,
2012, and at maturity. The record date for the April 1 payment of interest will be March 15 and the record date
for the October 1 payment of interest will be September 15.
Use of Proceeds:
The purchasers will pay the net proceeds from the sale of the Notes to us in immediately available funds. After
our receipt of the net proceeds, the Notes will be credited to the purchasers' accounts at The Depository Trust
Company free of payment. We will use the net proceeds from the sale of the Notes and the 2022 Notes we are
offering concurrently to pay at or prior to maturity our $100 million 4.75% first mortgage bonds due
November 15, 2012 and to fund a portion of our capital requirements. If we do not use the proceeds immediately,
we will temporarily invest them in short-term investments.
Legal Matters:
Rex Blackburn, our Senior Vice President and General Counsel, and Perkins Coie LLP, Seattle, Washington, will
pass upon the validity of the Notes and other legal matters for us. Sullivan & Cromwell LLP, New York, New
York, will pass upon the validity of the Notes for the purchasers listed under "Supplemental Plan of Distribution
and Terms Agreement." As of March 30, 2012, Mr. Blackburn owned 21,674 shares of IDACORP, Inc. common
stock, including shares that may be acquired within 60 days pursuant to the exercise of stock options.
Mr. Blackburn is acquiring additional shares of IDACORP, Inc. common stock at regular intervals through
employee stock plans.
4