20180326Issuance Terms.pdf

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BOISE, IDAHO 83707
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An IDACORP Company
c: Terri Carlock-IPUC w/attachments
ON
PATRICK A. HARRINGTON
Corporate Secretary
Ms. Jean D. Jewell
Secretary
Idaho Public Utilities Commission
Statehouse
Boise, Idaho 83720
March 23,2016
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-16-05
Dear Ms. Jewell:
On March 16,2018, Idaho Power Company issued $220 million of secured Medium-
Term Notes ("MTNs"), as authorized under the Commission's Order No. 33513 in the above
referenced case. The MTNs were issued in the form of $220 million Idaho Power Company
4.20% First Mortgage Bonds due 2048. Enclosed for filing with the Commission in connection
with the issuance of the MTNs are four copies of Pricing Supplement No. I and the Final Term
Sheet for the MTNs.
Please contact me at [phone] if you have any questions regarding this filing.
A.
{00231602.DOC; I}P.O. Box 70 Boise,ID 83707
Telephone [phone], Fax [phone]
p haruin gto n@ida h o pow er. c o m
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4248s Page I of4
42485 | d549340d424b5.htm 42485
Filed Pursuant to Rule 424(bX5)
File No. 333-211475-01
CALCULATION OF REGISTRATION FEE
Title of each class securities
Amount of
registration
fee( I )
4.20% First Bonds due 2048 s27
(l) Thefilingt-eeiscalculatedinaccordancewithRule45T(r)undertheSecuritiesActofl933,asamended.
Maximum
aggregate
offering price
$220,000.000
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42485 Page 2 of 4
Pricing Supplement No. I Dated March I 3, 201 8
(To Prospectus dated May 20. 2016 and
Prospectus Suppl ement dated Septem b er 27 . 20 I 6)
relating to First Moftgage Bonds,
Secured Medium-Term Notes. Series K
$220,000,000
IDAHO POWERCOMPANY
4.20oh First Mortgage Bonds due 2048
Title of Securities:
Principal Amount:
Price to Public:
Purchasers' Discount:
Proceeds to Us after Discount:
Interest Rate:
Original Issue Date:
Original lnterest Acclual Date:
Interest Payment Dates:
Record Dates:
Maturity Date:
Redemption:
Form:
4.20o/oFirst Mortgage Bonds due 2048 (the'Notes")
s220,000.000
99.630y" payable in immediately available funds, plus
accrued interest f'rom the Original Issue Date
0.750%
98.880%
4.20%o per annum
March 16. 201 8
March 16. 20 l8
March I and September l, commencing September 1.2018
February 15 and August l5
March 1.2048
See "Optional Redemption" below
Book-Entry
J.P. Morgan
Wells Fargo Securities
BofA Merrill Lynch
KeyBanc Capital Markets
MUFG Securities Americas
US Bancorp
BNY Mellon Capital Markets, LLC
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42485 Page 3 of4
Optional Redemption:
We may, at our option, redeem the Notes, in rvhole at any time, or in part trom time to time, prior to the maturity date, as
fbllows:
. Prior to September l. 2047 . 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 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 tbr tedemption), discounted to the date t'ixed tbr redemption on a semi-
annual basis (assuming a 360-day year consisting oftwelve 30-day months) at the Treasury Rate (as delined
below), ptus 20 basis points,
. On or atter September l, 2047 , at a redemption price equal to I 00% of the principal amount of the Notes to be
redeemed,
plus in any case intel'est accrued and unpaid on the principal amount of the Notes to be redeemed to the date tlxed tbr
redemption.
We rvill mail notice of any redemption at least 30 days betbre the date t'ixed fbr redemption to each registered holder of
the Notes to be redeemed.
"Treasury Rate" means. with respect to any date tlxed fbr redemption, the rate per annum equal to the semi-annual
equivalent yield to maturity of the Comparable Treasury Issue, assuming a price tbr the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable Treasury Price fbr such date.
"Comparable Treasury Issue" means the United States Treasury security' selected by an Independent Investment Banker as
having a maturif-v comparable to the remaining terrn of the Notes to be redeemed that would be used at the time of
selection and in accordance with customary flnancial practice. in pricing new issues ofcorporate 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 tbr redemption. (a) the average of the Ref-erence
Treasury Dealer Quotations fbr such date. atter excluding the highest and lowest such Retbrence Treasury Dealer
Quotations for such date, or (b) if the Corporate Trustee obtains f'ewer than four such Ref'erence Treasury Dealer
Quotations, the al'erage of all the quotations received.
"Independent In\,estment Banker" means any one of the Ret'erence Treasury Dealers that we may appoint.
"Reference Treasury Dealer Quotations" means, with respect to each Ret'erence Treasury Dealer and any date flxed for
redemption, the average. as determined by the corporate trustee, of the bid and asked prices tbr the Comparable Treasury
Issue (expressed in each case as a percentage ofits principal amount) quoted in ll'riting to the corporate trustee by such
Ref'erence Treasury Dealer at 5:00 p.m. New York Cify time on the third business day preceding the date flxed lbr
redemption.
''Reference Treasury Dealer" means each of ( I ) J.P. Morgan Securities LLC and 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 tems 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:
2
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Name
J.P. Morgan Securities LLC
Wells Fargo Securities, LLC
KeyBanc Capital Markets Inc.
Merrill Lynch, Pierce. Fenner & Smith
Incorporated
MUFG Securities Americas [nc.
U.S. Bancorp Investments. Inc.
BNY Mellon Capital Markets. LLC
Total
Principal Amount of Notes
$57.200,000
52,800,000
30,800.000
The Notes sotd by the purchasers to the public will initially be off'ered 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 liom the
initial price to the public of up to 0.45% of the principal amount of the Notes. Any such securities dealers may resell any
Notes purchased fiom the purchasers to certain other brokers or dealers at a discount trom the initial price to the public of
up to 0.30% of the principal amount of the Notes.
Some of the purchasers or their affiliates (i) parlicipate in our commercial paper program and may fiom time to time hold
our commercial paper and (ii) are lenders and./or agents under our credit agreement. dated as of November 6, 2015.
Interest Payment Dates:
We tvill make interest payments on the Notes on March I and September I of each year, commencing September l, 2018.
and at maturity. The record date fbr the March I payment of interest vuill be February l5 and the record date tbr the
September I payment of interest will be August 15.
Use of Proceeds:
The purchasers u'ill pay the proceeds from the sale of the Notes, net of the purchasers' discount, to us in immediately
available tunds. Atter our receipt of these proceeds. the Notes will be credited to the purchasers' accounts at The
Depository Trust Company tiee of payment.
We estimate that u'e will receive net proceeds tiom the sale of the Notes olapproximately $2 17.0 million, atter deducting
all appticable discounts, including the purchasers' discount and discounted price to the public, and estimated otl-ering
expenses. The expenses ofthe sale ofthe Notes. not including discounts, are estimated at 5498,000 and are payable by us.
We anticipate using the net proceeds fiom the sale of theNotes to pay ator prior to maturity $130 million of our4.50%
tirst mortgage bonds due March 2020 and to fund a portion of our capital requirements. Ilwe do not use the proceeds
immediately, we will temporarily invest them in short-term investments.
Legal Matters:
Brian R. Buckham, 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 fbr us. Sullivan & Cromwell LLP, New'York, New York. u'ill pass
upon the validity of the Notes fbr the purchasers listed under "Supplemental Plan of Distribution and Terms Agreement."
As of February 27.2018. Mr. Buckham beneficially owned 2,664 shares of IDACORP. Inc. common stock. Mr. Buckham
is acquiring additional shares of IDACORP, Inc. common stock at regular intervals through employee stock plans.
3
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42485 Page 4 of 4
30,800.000
30,800,000
13,200,000
4,400,000
$ 220,000,000
Filed pursuant to Rule 433
Registration No. 333-21 1475-01
March 13,2018
Final Term Sheet
4.20o/o First Mortgage Bonds due 2048 (the ..Notes")
Secured Medium-Term Notes. Series K
IDAHO POWER COMPANY
Issuer: Idaho Power Company
Trade Date: March 13,2018
Original Issue Date/Settlement Date: March 16,2018,
which is the third business day following the Trade
Date. Under Rule 15c6-1 under the Exchange Act,
trades in the secondary market generally are required to
settle in two business days, unless the parties to any such
trade expressly agree otherwise. Accordingly, purchasers
who wish to trade the Notes on any date prior to two
business days before delivery will be required to specifo
an alternate settlement cycle at the time of any such
trade to prevent a failed settlement.
Principal Amount: $220,000,000
Price to Public: 99.630% of Principal Amount, plus
accrued interest from the Original Issue Date
Purchasers' Discount: 0.7 50%
Interest Payment Dates: March I and September l,
commencing September 1, 2018
Redemption: As specified in Pricing Supplement No.
I dated March 13,2018
Make-whole Call : Prior to September 1, 2047, the
greater of(i) 100% ofthe principal amount to be
redeemed and (ii) an amount to be determined using
a discount rate equal to the Treasury Rate plus 20
basis points
Par Call: On or after September 1,2047,100% of
the principal amount to be redeemed
Maturity Date: March 1,2048
CUSIP:45138L8F9
Purchasers:
J.P. Morgan Securities LLC ($57,200,000)
Wells Fargo Securities, LLC ($52,800,000)
KeyBanc Capital Markets Inc. ($30,800,000)
Merrill Lynch, Pierce, Fenner & Smith
Incorporated ($30,800,000)
MUFG Securities Americas Inc. ($30,800,000)
U.S. Bancorp lnvestments, Inc. ($13,200,000)
BNY Mellon Capital Markets, LLC (S4,400,000)
Proceeds to the Company: 98.880%
Interest Rate:4.20%:o per annum
Anticipated Ratings:*
Standard & Poor's Ratings Services: "AJ'
Moody's Investors Service: "Al"
Anticipated Use of Proceeds: To pay at or prior to maturity
$ 130 million of Idaho Power Company's 4.5% First
Mortgage Bonds due March 2020 and to fund a portion
of Idaho 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.
* 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 filed a registration statement (including a prospectus) with the SEC for the offering to which this
communication relates. Before you invest, you should read the prospectus in that registration statement and other
I 38524850.4
documents the issuer has Jiled with the SEC for more complete information about the issuer and this offering.
You may get these documents for free by visiting EDGAR on the SEC lleb site at W:ru. Alternatively, the
issuer, any underwriter or any dealer participating in the olfering will aruange to send you the prospectus if you
request it by calling J.P. Morgan Securities LLC, collect at I-212-83,1-4533 or ll/ells Fargo Securities, LLC, toll
free at I -800-645-375 l.
I 38524850.4