202309181st Mortgage Bonds Debt Securities.pdf

RECEIVED
Monday, September 18, 2023 2:47:47 PM
IDAHO PUBLIC
UTILITIES COMMISSION
An IDACORP Company
IDAHO POWER COMPANY
P.O BOX70
BOISE, IDAHO 83707
PATRICK A. HARRINGTON
Corporate Secretary
Ms. Jan Noriyuki
Commission Secretary
September 18, 2023
Idaho Public Utilities Commission
11331 W. Chinden Blvd.
Building 8, Suite 201-A
Boise, ID 83714
Re: In the Matter of the Application of Idaho Power Company for an
Order Authorizing the Issuance and Sale of up to $1,200,000,000
of First Mortgage Bonds and Debt Securities
Case No. IPC-E-22-14
Dear Ms. Noriyuki:
On September 11, 2023, Idaho Power Company issued $350 million of secured Medium­
Term Notes ("MTNs") for a 30-year term at an annual interest rate of 5.80%, as authorized under
the Commission's Order No. 35420 in the above referenced case.
Enclosed for electronic filing with the Commission in connection with the issuance of the
MTNs are the Final Term Sheet and Pricing Supplement No. 2 for the MTNs.
Please contact me at [phone] or [e-mail] if you have any
questions regarding this filing.
c: Terri Carlock
Utilities Division Administrator
{00333478.DOC; I} P.O. Box 70 Boise, ID 83707
Telephone [phone], Fax [phone]
[e-mail]
Pricing Supplement No. 2 Dated September 6, 2023
(To Prospectus dated May 16, 2022 and
Prospectus Supplement dated June 30, 2022)
relating to First Mortgage Bonds,
Secured Medium-Term Notes, Series M
$350,000,000
IDAHO POWER COMPANY
5.80% First Mortgage Bonds due 2054
Title of Securities:
Principal Amount:
5.80% First Mortgage Bonds due 2054 (the "Notes")
$350,000,000
Filed Pursuant to Rule 424(b)(S)
File No. 333-264984
Price to Public:
Purchasers' Discount:
99 .076% payable in immediately available funds, plus accrued interest, if any, from the Original Issue Date
0.875%
Proceeds to Us after Discount:
Interest Rate:
Original Issue Date:
Original Interest Accrual Date:
Interest Payment Dates:
Record Dates:
Maturity Date:
Redemption:
Form:
98.201%
5.80% per annum
September 11, 2023
September 11, 2023
April I and October I, commencing April I, 2024
March 15 and September 15
April I, 2054
See "Optional Redemption" below
Book-Entry
MUFG
J.P. Morgan
Wells Fargo Securities
BofA Securities
US Bancorp
Extended Settlement:
We expect that delivery of the Notes will be made against payment therefor on or about September 11, 2023, which will be the third business day
following the date of pricing of the Notes, or "T+3." Under Rule 15c6-l of the Securities Exchange Act of 1934, as amended (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 the date of pricing will be required, by virtue of the fact that the Notes initially settle in T+3, to
specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade the
Notes prior to their date of delivery hereunder should consult their advisors.
Optional Redemption:
Prior to October 1, 2053 (six (6) months prior to their maturity date) (the "Par Call Date"), we may redeem the Notes at our option, in whole or in part,
at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to
the greater of:
(l)(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date
(assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Rate plus 25 basis points less (b) interest accrued to the date of redemption, and
(2) I 00% of the principal amount of the Notes to be redeemed,
plus, in either case, accrued and unpaid interest thereon to the redemption date.
On or after the Par Call Date, we may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of
the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.
"Treasury Rate" means, with respect to any redemption date, the yield determined by us in accordance with the following two paragraphs.
The Treasury Rate shall be determined by us after 4: 15 p.m., New York City time (or after such time as yields on U.S. government securities are posted
daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield or yields
for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal
Reserve System designated as "Selected Interest Rates (Dailyr--H.15" (or any successor designation or publication) ("H.15") under the caption "U.S.
government securities-Treasury constant maturities-Nominal" (or any successor caption or heading) ("H.15 TCM"). In determining the Treasury Rate,
we shall select, as applicable: ( 1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Par
Call Date (the "Remaining Life"); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields -one
yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity
on H.15 immediately longer than the Remaining Life-and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of
days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or
longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this
paragraph, the applicable Treasury constant maturity or maturities on H. 15 shall be deemed to have a maturity date equal to the relevant number of
months or years, as applicable, of such Treasury constant maturity from the redemption date.
If on the third business day preceding the redemption date H.15 TCM is no longer published, we shall calculate the Treasury Rate based on the rate per
annum equal to the semi-annual equivalent yield to maturity at 11 :00 a.m., New York City time, on the second business day preceding such redemption
date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there is no United States
Treasury security maturing on the Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the
Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date following the Par Call Date, we shall select the United
States Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par
Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, we shall select from among these two or more
United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for
such United States Treasury securities at 11 :00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this
paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked
prices (expressed as a percentage of principal amount) at 11 :00 a.m., New York City time, of such United States Treasury security, and rounded to three
decimal places.
Our actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.
Notice of any redemption will be mailed at least 30 days before the redemption date to each holder of Notes to be redeemed.
In the case ofa partial redemption, selection of the Notes for redemption will be made pro rata, by lot or by such other method as the Trustee in its sole
discretion deems appropriate and fair. No Notes of a principal amount of $1,000 or less will be redeemed in part. If any Note is to be redeemed in part
only, the notice ofredemption that relates to the Note will state the portion of the principal amount of the Note to be redeemed. A new Note in a
principal amount equal to the unredeemed portion of the Note will be issued in the name of the holder of the Note upon surrender for cancellation of the
original Note. For so long as the Notes are held by DTC (or another depositary), the redemption of the Notes shall be done in accordance with the
policies and procedures of the depositary.
Unless we default in payment of the redemption price, on and after the redemption date interest will cease to accrue on the Notes or portions thereof
called for redemption.
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
Bookrunners
MUFG Securities Americas Inc.
J.P. Morgan Securities LLC
Wells Fargo Securities, LLC
Co-Managers
BofA Securities, Inc.
U.S. Bancorp Investments, Inc.
Total
Prinoip3l Amount of otes
$
$
98,000,000
91,000,000
91,000,000
35,000,000
35,000,000
350,000,000
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 ofup to 0.50% of the principal
amount of the Notes. Any such securities dealers may resell any Noles purchased from the purchasers to certain other brokers or dealers at a discount
from the initial price to the public ofup to 0.35% of the principal amount of the Notes.
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 November 6, 2015, as amended by the First Amendment to the Credit Agreement,
dated as of December 6, 2019, the Second Amendment to the Credit Agreement, dated as of December 3, 2021, and the Third Amendment to the Credit
Agreement, dated as of November 18, 2022.
Interest Payment Dates:
We will make interest payments on the Notes on April I and October I of each year, commencing April I, 2024, and at maturity. The record date for the
April I payment of interest will be March 15 and the record date for the October I payment of interest will be September 15.
Use of Proceeds:
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 $342.2 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 $1.5 million and are payable by us. We intend to use the net proceeds from this offering to fund a portion ofldaho
Power Company's capital expenditures and for other general corporate purposes.
Legal Matters:
Julia Hilton, our Vice President and General Counsel, and Perkins Coie LLP, Seattle, Washington, will pass upon the validity of the Notes and other
legal matters for us. Sullivan & Cromwell LLP, Los Angeles, California, will pass upon the validity of the Notes for the purchasers listed under
"Supplemental Plan of Distribution and Terms Agreement." As of September I, 2023, Ms. Hilton beneficially owned 1,947 shares of IDACORP, Inc.
common stock. Ms. Hilton is acquiring additional shares ofIDACORP, Inc. common stock at regular intervals through employee stock plans.
Security
Type
Fees to Be Paid
Debt
Calculation of Filing Fee Table
424(b)(5)
(Form Type)
Idaho Power Company
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Fee Proposed
Calculation Maximum Maximum
Security or Carry Offering Aggregate
Class Forward Amount Price Per Offering
Title Rule Registered Unit Price
5.80%
First
Mortgage
Bonds
due 2054 457(r) $350,000,000 99.076% $346,766,000
Total Offering Amount $346,766,000
Net Fee Due
Exhibit 107.1
Amount of
Fee Registration
Rate Fee
0.0001102 $38,213.62
$38,213.62
Filed pursuant to Rule 433
Registration No. 333-264984
September 6, 2023
Final Term Sheet
5.80% First Mortgage Bonds due 2054 (the "Notes")
Secured Medium-Term ntes, Series M
IDAHO POWER COMPANY
Issuer: Idaho Power Company
Trade Date: September 6, 2023
Original Issue Date/Settlement Date: September 11, 2023, which is the third
business day following the Trade Date, or "T + 3." Under Rule I 5c6-l 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
the date of pricing will be required, by virtue of the fact that the Notes
initially settle in T + 3, to specify an alternate settlement arrangement at the
time of any such trade to prevent a failed settlement
Principal Amount: $350,000,000
Original Interest Accrual Date: September 11, 2023
Price to Public: 99.076% of Principal Amount, plus accrued interest, if any,
from the Original Issue Date
Purchasers' Discount: 0.875%
Proceeds to the Company: 98.20 I%
Interest Rate: 5.80% per annum
Anticipated Ratings:*
Standard & Poor's Ratings Services: "A-"
Moody's Investors Service: "A2"
Anticipated Use of Proceeds: To fund a portion ofldaho Power Company's
capital expenditures and for other general corporate purposes.
Interest Payment Dates: April I and October I, commencing April I,
2024
Redemption: As specified in Pricing Supplement No. 2 dated
September 6, 2023
Make-whole Call: Prior to October I, 2053, the greater of
• (a) the sum of the present values of the remaining scheduled
payments of principal and interest thereon discounted to the
redemption date (assuming the Notes matured on the Par Call
Date) on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate plus
25 basis points less (b) interest accrued to the date of
redemption, and
I 00% of the principal amount of the Notes to be redeemed,
plus, in either case, accrued and unpaid interest thereon to the
redemption date.
Par Call: On or after October I, 2053, I 00% of the principal amount to
be redeemed
Maturity Date: April I, 2054
CUSIP: 45138L BJ!
Purchasers:
MUFG Securities Americas Inc. ($98,000,000)
J.P. Morgan Securities LLC ($91,000,000)
Wells Fargo Securities, LLC ($91,000,000)
BofA Securities, Inc. ($35,000,000)
U.S. Bancorp Investments, Inc. ($35,000,000)
* 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 filed a registration statement (including a prospectus as supplemented by a prospectus supplement) 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 documents the issuer
has filed with the SEC, including the accompanying prospectus supplement, for more complete information about the issuer and this offering. You
may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer
participating in the offering will arrange to send you the prospectus if you request it by calling MUFG Securities Americas Inc., toll-free at
1-877-649-6848, J.P. Morgan Securities LLC, collect at 1-212-834-4533 or Wells Fargo Securities, LLC, toll-free at 1-800-645-3751.