20130409final_order_no_32786.pdf

Office of the Secretary
Service Date
April 9,2013
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE APPLICATION )
OF IDAHO POWER COMPANY FOR AN )CASE NO.IPC-E-13-05
ORDER AUTHORIZING THE ISSUANCE )
AND SALE OF UP TO $500,000,000 OF )
APPLICANT’S FIRST MORTGAGE BONDS )ORDER NO.32786
AND DEBT SECURITIES )
__________________________________________________________________________________
)
This matter is before the Commission upon the Application of Idaho Power Company
(“Applicant”)filed March 8,2013,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 Applicant’s 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 securities of
the Applicant (“Debt Securities”);provided however,that the total principal amount of the
Bonds and Debt Securities to be issued and sold shall not exceed $500,000,000.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
I.
The Commission has jurisdiction pursuant to Title 61,Idaho Code,Chapters one and
mne.
II.
The Applicant 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.
‘IL
The Applicant 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 further 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
ORDER NO.32786 1
Applicant;provided,that the total principal amount of the Bonds and Debt Securities to be issued
and sold shall not exceed $500,000,000.
IV
The Applicant has filed a registration statement for the Bonds 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 the Applicant
to take advantage of attractive market conditions efficiently and rapidly.Under the shelf
registration,the Applicant will be able to issue the Bonds and/or Debt Securities at different
times without the necessity of filing a new registration statement.The Applicant requests
authority to issue the Bonds and/or Debt Securities over a period of two years from the date of
this Order.
V
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 the Applicant.The
Applicant may enter into interest rate hedging arrangements with respect to the Bonds,including
treasury interest rate locks,treasury interest rate caps,treasury interest rate collars,treasury
options,forward starting interest rate swaps,and/or swaptions.The Applicant 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.
VI.
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 Applicant will file 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 Applicant will file a Pricing
Supplement with the SEC providing a specific description of the terms and conditions of each
ORDER NO.32786 2
issuance of the medium-term notes,as described in paragraph V above.The Applicant will also
file copies of any Prospectus Supplement and Pricing Supplements with the Commission.
VII.
The Debt Securities will be unsecured obligations of the Applicant and will be issued
under an existing or new unsecured debt indenture of the Applicant.The Applicant may enter
into interest rate hedging arrangements with respect to the Debt Securities,including treasury
interest rate locks,treasury interest rate caps,treasury interest rate collars treasury options,
forward starting interest rate swaps,and/or swaptions.The Applicant 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.
Viii.
Applicant states that the Bonds and/or Debt Securities may be sold by public sale or
private placement,directly by the Applicant or through agents designated from time to time or
through underwriters or dealers.If any agents of the Applicant or any underwriters are involved
in the sale of the Bonds 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 the Applicant will be filed by the Applicant 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
Applicant to the agents and the net proceeds to the Applicant will be filed with the Commission.
Ix
The net proceeds to be received by the Applicant from the sale of the Bonds 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
ORDER NO.32786 3
extent that the proceeds from the sale of the Bonds or Debt Securities are not immediately so
used,they will be temporarily invested in short-term discounted or interest-bearing obligations.
CONCLUSIONS OF LAW
I.
Applicant is incorporated under the State of Idaho and is duly authorized to do
business in the states of Oregon,Nevada,Montana and Wyoming in connection with its utility
operations.
II.
The Commission has jurisdiction over this Application.
II’.
The Commission does not have before it for determination and,therefore,does not
determine the effect of the Bonds and/or Debt Securities on rates to be charged by Applicant for
electric service to consumers in the State of Idaho.
Iv
The proposed issuance and sale of the Bonds and/or Debt Securities are for a lawful
purpose and are within Applicant’s corporate powers.The proposed transaction is in the public
interest,and a formal hearing on this matter would serve no public purpose.
V
All fees have been paid by Applicant in accordance with Idaho Code §6 1-905.
ORDER
IT IS THEREFORE ORDERED that the Application of Idaho Power Company 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 be,and
the same is hereby granted;provided,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.Applicant 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 Applicant 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
ORDER NO.32786 4
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 Applicant 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 the
Applicant issues Bonds designated as medium-term notes,the Applicant’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 SEC.The Applicant 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 Applicant 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.
IT IS FURTHER ORDERED that nothing in this order shall be construed to obligate
the State of Idaho to pay or 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 purpose other than the issuance of this order.
TillS IS A FINAL ORDER.Any person interested in this Order (or in issues finally
decided by this Order)or in interlocutory Orders previously issued in this Case No.IPC-E-13-05
may petition for reconsideration within twenty-one (21)days of the service date of this Order
with regard to any matter decided in this Order or in interlocutory Orders previously issued in
this Case No.IPC-E-1 3-05.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.32786
-1DONEbyOrderoftheidahoPublicUtilitiesCommissionatBoise,Idaho this 9
day of April 2013.
PAUL KJELL D R,PRESIDENT
\
MACK A.REDFORD.COv1 MISSIONER
MARSHA H.SMITH,COMMISSIONER
ATTEST:
/
Jn D.Jewell 1)
Cmmission Secretary
():IPC-E-I 3-O5ws
ORDER NO.32786 6