20150320Decision Memo.pdf

DECISION MEMORANDUM
TO:COMMISSIONER KJELLANDER
COMMISSIONER REDFORD
COMMISSIONER R4PER
COMMISSION SECRETARY
LEGAL
WORKING FILE
FROM:TERRI CARLOCK
DATE:MARCH 20,2015
RE:IDAHO POWER COMPANY’S REQUEST TO EXTEND THE SHELF
AUTHORITY TO ISSUE AND SELL UP TO S500 MILLION IN FIRST
MORTGAGE BONDS AND DEBT SECURITIES;CASE NO.IPC-E-15-04.
On March 9,2015,Idaho Power Company (Idaho Power,Company)filed an Application
requesting authority to extend the two-year shelf 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,(b)up to $500,000,000 aggregate principal
amount of one or more series of unsecured debt securities.The total outstanding combined
principal amount of the Bonds and the principal amount of the Debt Securities to be issued and sold
shall not exceed $500,000,000.The current authority,approved by Commission Order No.32786,
dated April 9,2013 was for two years with a provision for extension.The Company has issued
$250,000,000 to date,leaving $250,000,000 available for issue if the extension is granted.All other
terms and conditions of Order No.32786 will remain in full force and effect during the two-year
extension.
A shelf registration allows a company to issue debt in one or more series and to take
advantage of attractive market conditions efficiently and rapidly.This shelf registration extension
is requested for a two-year period from April 9,2015 through April 9,2017.An extension allows
issuances to be made at lower cost under the current structure and still allows for ongoing review.
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 Idaho Power.The Company is
also requesting continued authority to enter 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.
DECISION MEMORANDUM MARCH 20,2015
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 underwriters or dealers.
The type and terms of issuance will be determined at the time of issuance.Any required
Prospectuses will be filed prior to issuance.If any agents 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.All final documents will also
be filed.
Net proceeds 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 reftinding of its obligations;and
for general corporate purposes.To the 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.
STAFF RECOMMENDATION
Staff recommends the Commission grant the requested extension for the $500 million shelf
registration for a two-year period from April 9,2015 through April 9,2017.
Staff recommends Idaho Power continue to file copies of all Prospectuses,Prospectus
Supplements,Agent,Underwriter and Dealer agreement terms,and Pricing notice of issuances with
the terms.All final documents will also be filed.Idaho Power will file by letter seven days or as
soon as possible prior to issuance the terms of issuance.
COMMISSION DECISION
Does the Commission approve a two-year extension for the $500 million shelf registration
with the all other terms and conditions in Order No.32786 remaining in full force and effect?
Tern Carlock
TC\ipccl5.04 500M.DM 32015
DECISION MEMORANDUM 2 MARCH 20,2015