20100419final_order_no_31053.pdf

"Offce of the Secreta
Service Date
April 19,2010.'
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 $500,000,000 OF
APPLICANT'S FIRST MORTGAGE BONDS
AN DEBT SECURITIES
)
) CASE NO. IPC-E-I0-I0
)
)
) ORDER NO. 31053
)
On March 19,2010, Idaho Power Company fied an Application for authority to issue
and sell from time to time (a) up to $500,000,000 aggregate principal amount of one or more
series of first mortgage bonds, which may be designated as secured medium-term notes
("Bonds") and (b) up to $500,000,000 aggregate principal amount of one or more series of
unsecured debt securties ("Debt Securities"). The total outstading combined pricipal amount
of the Bonds and Debt Securities to be issued and sold shall not exceed $500,000,000. Having
fully considered the Application and exhibits, the Commission enters ths Order granting Idaho
Power Company's Application.
THE APPLICATION
The Company seeks authority to issue and sell, from time to time, (a) up to
$500,000,000 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, and
as to be fuher supplemented and amended ("Mortgage"), and (b) up to $500,000,000 aggregate
principal amount of one or more series of Debt Securities under an unsecured debt indenture of
the Company. The total principal amount of the Bonds and Debt Securties to be issued and sold
shall not exceed $500,000,000.
The Company has fied a registration statement for the Bonds and Debt Securties
with the Securties and Exchange Commission ("SEC") pursuant to the shelf registrtion
provisions of Rule 415 of the Securties Act of 1933, as amended. This will enable the Company
to take advantage of attactive market conditions efficiently and rapidly. Under the shelf
registration, the Company will be able to issue the Bonds and/or Debt Securities at different
times without the necessity of filing a new registration statement. The Company requests
authority to issue the Bonds and/or Debt Securities over a period of two years from the date of
this Order.
ORDER NO. 31053 1
.'
STAFF REVIEW AND RECOMMENDATION
Commission Staff reviewed the Company's Application and accompanying
documents. Staff recommended approval of the requested two-year authority for the
$500,000,000 shelf registration. Idaho Power wil fie notice of issuances with the terms. All
final documents wil also be fied. The Company has submitted the appropriate fees for
securities issuance pursuant to Idaho Code § 61-905.
FINDINGS OF FACT
1. 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
utilty business, with its principal offce in Boise, Idaho.
2. The Bonds wil 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 Company. The
Company 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. The
Company 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 wil be discounted, whether all
or a portion of the Bonds wil be issued in global form, whether interest rate hedging
arangements wil 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.
3. 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, the Company wil fie 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 Company wil fie a Pricing
Supplement with the SEC providing a specific description of the terms and conditions of each
issuance of the medium-term notes, as described above. The Company wil also fie a copy of
the Prospectus Supplement and Pricing Supplements with the Commission.
4. The Debt Securities wil be unsecured obligations of the Company and wil be
issued under an existing or new unsecured debt indenture of the Company. Idaho Power may
ORDER NO. 31053 2
..
enter into interest rate hedging arangements with respect to the Debt Securities, including
treasury interest rate locks, treasury interest rate caps and/or treasury interest rate collars. The
Company states that price or prices, issuance date or dates, maturity or maturties, 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 wil be discounted,
whether all or a portion of the Debt Securties wil be issued in global form, whether interest rate
hedging arangements wil apply to the Debt Securties, 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.
5. The Company states that the Bonds 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 underwiters or dealers. If any agents of the Company or any underwriters are
involved in the sale of the Bonds and/or Debt Securities, the names of such agents or
underwiters, the initial price to the public (if applicable), any applicable commissions or
discounts, and the net proceeds to the Company wil be fied 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
discount paid by the Company to the agents and the net proceeds to the Company wil be filed
with the Commission.
6. The net proceeds to be received by the Company from the sale of the Bonds and/or
Debt Securities wil 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 puroses. To the
extent that the proceeds from the sale of the Bonds or Debt Securities are not immediately so
used, they wil be temporarily invested in short-term discounted or interest-bearing obligations.
CONCLUSIONS OF LAW
Idaho Power Company is an electrical corporation within the definition of Idaho
Code § 61- 11 9 and is a public utility within the definition of Idaho Code § 6 i -129. The
Commission has jurisdiction over this matter pursuant to the provisions of Idaho Code § 61-901
et seq. The Commission finds that the Application reasonably conforms to Rules 141 through
150 of the Commission's Rules of Procedure, IDAPA 31.01.01.141-150.
ORDER NO. 31053 3
..
Idaho Power has paid all lawfl fees as provided by Idaho Code § 61-905.
After examining the Application and Staffs recommendation, the Commission
further finds that the proposed transaction is in the public interest and a formal hearing on this
matter is not required.
The Commission finds that the proposed issuance and sale of the Bonds and/or Debt
Securities are for a lawful purpose and are within Idaho Power Company's corporate powers.
The Commission's approval of the issuance and/or sale is not a finding of fact or a
conclusion of law that the paricular use to which these funds are to be put is approved by this
Order, which determination the Commission expressly reserves until the appropriate proceeding.
The Commission does not have before it for determination in this case and, therefore, does not
determine the effect of the Bonds and/or Debt Securities on rates to be charged by Idaho Power
for electric service to consumers in the State of Idaho.
The Application is granted.
ORDER
IT IS HEREBY ORDERED that Idaho Power Company's Application is granted.
The Company is authorized to issue and sell from time to time (a) up to $500,000,000 aggregate
principal amount of one or more series of the Bonds and (b) up to $500,000,000 aggregate
principal amount of one or more series of the Debt Securities in the ways and for the purposes set
forth in its Application.
IT IS FURTHER ORDERED that the total principal amount of the Bonds and Debt
Securities to be issued and sold shall not exceed $500,000,000. 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 and/or Debt Securities of the likely range of
interest rates and other terms for the securities.
IT is FURTHER ORDERED that Idaho Power fie, 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
Company issues Bonds designated as medium-term notes, the Company's reporting requirements
ORDER NO. 31053 4
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shall consist of fiing with the Commission a copy of the Prospectus Supplement for the
medium-term notes as fied with the SEC. Idaho Power shall also fie with the Commission a
copy of the Pricing Supplements fied 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 fie, as promptly as possible after the
issuance of each series of Debt Securties, a copy of the Prospectus Supplement showing the
terms of the sale, and the names of the purchasers or underwiters or agents with the
Commission.
IT IS FURTHER ORDERED that nothing in this order shall be constred to obligate
the state of Idaho to payor 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 puiose 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 § 61-626.
ORDER NO. 31053 5
DONE by Order of the Idaho Public Utilities Commission at Boise, Idaho this ¡qf1
day of April 2010.
(2~~MPt'ON, šIT
~J~JL
MARSHA H. SMITH, COMMISSIONER
~4~
MACK A. RED~SSIONER
ATTEST:
~~C mission Secretay
O:IPC-E-IO-IO_ks
ORDER NO. 31053 6