20160314Pricing Supplement & Final Term Sheet.pdf

IOAHO POWER COMPANY
P.0.80x70
BOISE, IDAHO 83707
An IDACORP Cornpany
3Effi*
Ms. Jean D. Jewell
Secretary
Idaho Public Utilities Commission
Statehouse
Boise,Idaho 83720
March ll,2016
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-I5-04
Dear Ms. Jewell:
On March ll,2016,Idaho Power Company issued $120 million of secured Medium-
Term Notes ("MTNs"), as authorized under the Commission's Order No. 33264 in the above
referenced case. The MTNs were issued in the form of $120 million Idaho Power Company
4.05% First Mortgage Bonds due2046. Enclosed for filing with the Commission in connection
with the issuance of the MTNs are four copies of Pricing Supplanent No. 2 and the Final Term
Sheet for the MTNs.
Please contact me at 388-2878 if you have any questions regarding this filing.
c: Terri Carlock-IPUC dattachments
RECEIVED
2016 t{AR I L At{ 9: 0l
ON
piJsi_tc
Corporate Secretary
{00187754.DOC; 1}P.O. Box 70 Boise,ID 83707
Telephone [phone], Fax [phone]
p h anin gu n@,id ahopower. c o m
Filed pursuant to Rule 433
Registration No. 333-1 88768-01
March 7,2016
Final Term Sheet
4.05o/o First Mortgage Bonds due 2046
Secured Medium-Term Notes. Series J
IDAHO POWERCOMPAIIY
Issuer: Idaho Power Company
Trade Date: March 7, 2016
Original Issue Date/Settlement Date: March 10,2016, which is the
third business day following the Trade Date
Principal Amount: $ 120,000,000
Price to Public: 99.742o/o of Principal Amount, plus accrued interest
from the Original Issue Date
Purchasers' Discount: 0.757o
Proceeds to the Company:98.992o/o
Interest Rate: 4.05% per annum
Anticipated Ratings:*
Standard & Poor's Ratings Services: "A-"
Moody's Investors Seryice: "Al"
Anticipated Use of Proceeds: To pay at or prior to maturity $100
million of Idaho Power Company's6.75Yo First Mortgage Bonds
due April 2019 and to fund a portion of ldaho Power Company's
capital requirements. If Idaho Power Company does not use the
net proceeds immediately, it will temporarily invest them in
short-term investments.
Interest Payment Dates: March I and September l,
commencing September l, 2016
Redemption: As specified in Pricing Supplement No. 2 dated
March 7,2016
Make-whole Call: Prior to September 1,2045,the greater of
(i) 100% of the principal amount to be redeemed and (ii) an
amount to be determined using a discount rate equal to the
Treasury Rate plus 25 basis points
Par Call: On or after September 1,2045,100% ofthe
principal amount to be redeemed
Maturity Date: March 1,2046
CUSIP:45138LB82
Purchasers:
Wells Fargo Securities, LLC ($31,200,000)
J.P. Morgan Securities LLC ($25,200,000)
KeyBanc Capital Markets Inc. ($25,200,000)
Mitsubishi UFJ Securities (USA), Inc. ($25,200,000)
Merrill Lynch, Pierce, Fenner & Smith
Incorporated ($5,400,000)
U.S. Bancorp Investments, Inc. ($5,400,000)
BNY Mellon Capital Markets, LLC ($2,400,000)
* A securities rating is not a recommendation to buy, sell or hold securities and may be subject to review, revision, suspension or
withdrawal at any time.
The issuer has Jtled a registration stalement (including a prospectus) with the SEC for the offering to which this commanication
rcloles. Before you invest, you should rcad the prusryctus in that registration statenunt and other docamcnts the issuer hasfiled
with the SECfor more complete information about the issuer and this offering. You may gd these documcntsforfree by visifing
EDGAR on the SEC Web site at W.tggru Alteruatively, the issuer, ony underwriter or any dealer participaling in the offering
will arrange to send you the pruspectus dyou request it by calling J.P. Morgan Securlties LLC, colleci ol 1-212-E344533, Key
Banc Capital Markets Inc., toll free at I-866227-6479, Mitsubishi UFJ Securifies (USA), Inc., toll free at I-877-649-6848 or
lVeils Fargo Securities, LLC, lollfree ol I-800-645-3751.
Filed Pursuant to Rule 424(bxt
File No.33&.18876&01
CALCULATION OF REGISTRATION FEE
Title ofeech class ofsecuritics olfcrtd
4.05o/o
(l) The filing fee is calculated in accordance with Rule 457(r) under the Securities Act of 1933, as arnended.
Pricing Supplement No. 2 Dated March7,2016
(To Prospectus dated lulay 22,2013 and
Prospectus Supplernent dated July 12,2013)
relating to First Mortgage Bonds,
Secured Medium-Term Notes, Series J
$120,000,000
n.o'I,?t#,?[n?[,?]"??lfi til"',,nu
Title of Securifies: 4.05% First Mortgage Bonds due 2046 (the "Notes")
Principal Amount: $120,000,000
Price to Public: 99.742o/opayable in immediately available funds, plus accrued
interest from the Original Issue Date
Purchasers'Discount: 0.75o/o
Proceeds to Us after Discount: 98.992o/o
Interest Rate: 4.05o/o per annum
Original Issue Date: March 10,2016
Original Interest Accrual Date: March 10,2016
Interest Payment Dates: March I and September l, commencing September 1,2016
Record Dates: February 15 and August 15
Maturity Date: March 1,2046
Redemption: See "Optional Redemption" below
Form: Book-Entry
J.P. Morgan
KeyBanc Capital Markets
MUFG
Wells Fargo Securities
BofA Merrill Lynch
US Bancorp
BNY Mellon Cepital Markets, LLC
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 1,2045, at a redemption price equal to the greater of:
. l00o/o of the principal amount of the Notes to be redeemed, and
. as determined by an Independent Investment Banker, the sum ofthe 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
25 basis points,
. On or after September 1,2045, at a redemption price equal to 1007o of the principal arnount 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 ofthe 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 ofthe 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, ofthe bid and asked prices forthe 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 (l) 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 ofthe Notes ifany 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
Wells Fargo Securities, LLC
J.P. Morgan Securities LLC
KeyBanc Capital Markets Inc.
Mitsubishi UFJ Securities (USA), Inc.
Menill Lynch, Pierce, Fenner & Smith
Incorporated
U.S. Bancorp Investments, Inc.
BNY Mellon Capital Markets, LLC
Total
Principal Amount of Notes$ 31,200,000
25,200,000
25,200,000
25,200,000
5,400,000
5,400,000
2,4oo,ooo$ 120.000.000
-
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 0.50% ofthe 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 0.25o/o of the principal amount
of the Notes. In addition to the issuance ofthe Notes, Idaho Power Company has $250 million in principal amount of 3.65% First
Mortgage Bonds, Secured Medium-Term Notes, Series J, mafuring on March 7,2045, outstanding.
Some of the purchasers or their affiliates (i) participate in our commercial paper progmm and may from time to time hold our
commercial paper and (ii) are lenders and/or agents under our credit agreement, dated as ofNovember 6,2015.
Interest Payment Dates:
We will make interest payments on the Notes on March I and September I of each year, commencing September l, 2016, 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 of the Notes, net of the 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 $l18.4 million, after deducting all
applicable discounts, including the purchasers' discount and discounted price to the public, and estimated offering expenses. The
expenses ofthe sale ofthe Notes, not including discounts, are estimated at $360,000 and are payable by us. We anticipate using the
net proceeds from the sale of the Notes to pay at or prior to maturity $100 million of our 6.15% first mortgage bonds due April 2019
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 Blackbum, our Senior Vice President and General Counsel, and Perkins Coie LLP, Seattle, Washington, will pass upon the
validity ofthe 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 February 24,2016,
Mr. Blackbum beneficially owned 30,456 shares of IDACORP, Inc. common stock. Mr. Blackburn is acquiring additional shares of
IDACORP, Inc. common stock at regular intervals through employee stock plans.