HomeMy WebLinkAbout20130410Pricing Supplements.pdfII'IO IDAHO POWER COMPANp 10 AM 8: 43
POMR BOISE, IDAHO 83707
An IDACORP Company IT* ITIC-S COK4A SM.
PATRICK A. HARRINGTON
Corporate Secretary
Ms. Jean D. Jewell April 9, 2013
Secretary
Idaho Public Utilities Commission
Statehouse
Boise, Idaho 83720
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-12-16
Dear Ms. Jewell:
On April 8, 2013, Idaho Power Company issued $150 million of secured Medium-Term
Notes ("MTNs"), as authorized under the Commission's Order No. 32520 in the above
referenced case. (Order No. 32520 extended the Company's securities issuance authorization
initially granted by the Commission in Case No. IPC-E-10-10, Order No. 31053.) The MTNs
were issued in the form of $75 million of 2.50% First Mortgage Bonds due 2023 and $75 million
of 4.00% First Mortgage Bonds due 2043.
Enclosed for filing with the Commission in connection with the issuance of the MTNs are
four copies of Pricing Supplement No. 5 for the $75 million of 2.50% First Mortgage Bonds due
2023 and Pricing Supplement No. 6 for the $75 million of 4.00% First Mortgage Bonds due
2043.
Please contact me at 388-2878 if you have any questions regarding this filing.
12 L_j
c: Tern Carlock-IPUC w/attachments
[0008259 7.DOC; 1] P.O. Box 70 Boise, ID 83707
Telephone (208) 388-2878, Fax (208) 388-6936
pharringtonidahopower.com
Filed Pursuant to Rule 424(b)(5)
File No. 333-166774
Pricing Supplement No. 5 Dated April 3, 2013
(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
2.50% First Mortgage Bonds due 2023
2.50% First Mortgage Bonds due 2023 (the "Notes")
$75,000,000
99.501% payable in immediately available funds, plus accrued
interest from the Original Issue Date
0.625%
98.876%
2.50% per annum
April 8, 2013
April 8, 2013
April 1 and October 1, commencing October 1, 2013
March 15 and September 15
April 1, 2023
See "Optional Redemption" below
Book-Entry
Wells Fargo Securities
BofA Merrill Lynch
J.P. Morgan
KeyBanc Capital Markets
BNY Mellon Capital Markets, LLC
Mitsubishi UFJ Securities
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, 2023, 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
15 basis points,
On or after January 1, 2023, at a redemption price equal to 100 016 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 (I) 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:
KeyBanc Capital Markets Inc. 5625000
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, as extended pursuant to
the First Extension Agreement dated October 12, 2012.
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 4.00% first mortgage bonds due 2043 (the "2043 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 2043 Notes.
Interest Payment Dates:
We will make interest payments on the Notes on April 1 and October 1 of each year, commencing October 1, 2013, 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 2043 Notes we are offering concurrently to pay at or prior to maturity our $70 million
4.25% first mortgage bonds due October 1, 2013 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 29, 2013,
Mr. Blackburn owned 24,875 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.