20150309Update.pdf

3Effi*IDAHO POWER COMPANY
P.0. BOX 70
BOISE, IDAHO 83707
An IDACORP Cornpany
L*r I PATRICK A. HARRINGTON
Corporate Secretary
March 6,2015
i-'::/1 i1 i
i"rTrL;li ..l Ll .,,,i ::r.l
Ms. Jean D. Jewell
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-13-05
Dear Ms. Jewell:
On March 6,20l5,Idaho Power Company issued $250 million of secured Medium-Term
Notes ("MTNs"), as authorized under the Commission's Order No. 32786 in the above
referenced case. The MTNs were issued in the form of $250 million ldaho Power Company
3.65% First Mortgage Bonds ilre2045. Enclosed for filing with the Commission in connection
with the issuance of the MTNs are four copies of Pricing Supplernent No. I for the MTNs.
Please contact me at 388-2878 if you have any questions regarding this filing.
c: Terri Carlock-IPUC dattachments
P.O. Box 70 Boise,ID 83707
Telephone [phone], Fax [phone]
p h anin gto n@jd a h opow e r. c o m
Pricing Supplement No. 1 Dated March 3, 2015
(To Prospectus dated May 22,2013 and
Prospectus Supplement dated July 12,2Ol3)
relating to First Mortgage Bonds,
Secured Medium-Term Notes, Series J
$250,000,000
IDAHO POWER COMPANY
3.65Vo First Mortgage Bonds due 2(X5
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:
3.657o First Mortgage Bonds due 2045 (the "Notes'n)
$2s0,000,000
99314Vo payable in immediately available funds, plus
accrued interest from the Original Issue Date
o.750vo
98.564Vo
3.65Vo per annum
March 6, 2015
March 6, 2015
March I and September l, commencing September l,
2015
February 15 and August 15
March 1,2M5
See "Optional Redemption" below
Book-Entry
J.P. Morgan
Wells Fargo Securities
BofA Merrill Lynch
KeyBanc Capital Markets
MUFG
US Bancorp
BI\[Y Mellon Capital Markets, LLC
RBC Capital Markets
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 September 1,2044, at a redemption price equal to the greater of:
. IOOVo of the principal amount of the Notes to be redeemed, and
. as determined by an Independent Investment Banker, the sum ofthe present values ofthe
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 f,rxed 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 September 1,2044, at a redemption price equal to 1007o 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 registered
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:fi) p.m. New York City time on the third business
day preceding the date fixed for redemption.
"Reference Treasury Dealer" means (l) each of J.P. Morgan Securities LLC, Menill 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 . .
Wells Fargo Securities, LLC .
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
KeyBanc Capital Markets Inc. . .
Mitsubishi UFJ Securities (USA),Inc. . . .
U.S. Bancorp Investments, Inc. . .
BNY Mellon Capital Markets, LLC . .
RBC Capital Markets, LLC .
Total
Principal Amount of Notes
$ 70,000,000
65,000,000
37,500,000
22,500,000
22,s00,000
17,500,000
7,500,000
7,500,000
$250,000,000
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 0.507o 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 0.257o of the principal amount of the Notes. Prior to the
issuance of the Notes, there were no First Mortgage Bonds, Secured Medium-Term Notes, Series J outstanding.
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 12,2Ol2 and the Second
Extension Agreement dated October 8, 2013.
Interest Payment Dates:
We will make interest payments on the Notes on March I and September I of each year, commencing
September l,2Ol5, and at maturity. The record date for the March I payment of interest will be February 15 and
the record date for the September I payment of interest will be August 15.
Use ofProceeds:
The purchasers will pay the proceeds from the sale ofthe Notes, net ofthe purchasers' discount, to us in
immediately available funds. After our receipt of these proceeds, the Notes will be credited to the purchasers'
accounts at The Depository Trust Company free of payment.
We estimate that we will receive net proceeds from the sale of the Notes of approximately $245.9 million, after
deducting all applicable discounts, including the purchasers' discount and discounted price to the public, and
estimated offering expenses. The expenses of the sale of the Notes, not including discounts, are estimated at
5510,000 and are payable by us. We anticipate using the net proceeds from the sale of the Notes to pay at or prior
to maturity our $120 million 6.O25Vo flust mortgage bonds due July 2018 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 matten 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 February 24,2015, Mr. Blackburn beneficially owned 31,296.483 shares of
IDACORP, Inc. common stock. Mr. Blackburn is acquiring additional shares of IDACORP, Inc. common stock
at regul4r intervals through employee stock plans.