20050517Final Order No 29786.pdf

Office of the Secretary
Service Date
May 17 2005
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE APPLICATION OF
ACIFICORP FOR AUTHORITY TO ISSUE
AND SELL UP TO 50,000,000 SHARES OF ITS
COMMON STOCK TO ITS PARENT,
ACIFICORP HOLDINGS, INC.
CASE NO. P AC-05-
ORDER NO. 29786
On April 11 , 2005, PacifiCorp filed an Application requesting authority to issue and
sell, from time to time and for cash, up to 50 000 000 shares of Common Stock (Shares) to its
parent, PacifiCorp Holdings, Inc. (Parent). PacifiCorp requests that the Commission issue its
Order on or before May 31 2005.
Currently, PacifiCorp has authority to issue 35 148 515 shares of stock to the Parent
pursuant to a previous Order authorizing the Company to issue and sell 50 000 000 shares.See
Order No. 29144 issued on October 30, 2002 in Case No. P AC-02-4. The current request is
for authority to issue an additional 14 851,485 under the same terms and conditions as the prior
authority. Thus, an aggregate of 50 000 000 shares of Company Common Stock will be
authorized for future issuances and sale to the Parent.
THE APPLICATION
PacifiCorp submits this Application pursuant to Idaho Code 9 61-901 et seq. and
Procedural Rules 141-150. IDAPA 31.01.01.141-150. According to the Application, the
proposed sales and issuances of the Shares are reasonably required to maintain a proper
capitalization ratio; to maintain or improve the Company s access to capital on reasonable terms;
and to enable the Company to acquire, construct, improve and maintain sufficient utility facilities
to serve its customers adequately and reliably at a reasonable cost. In addition to this
Application, the Company is seeking separate authority to issue and sell or exchange debt in the
aggregate principal amount not to exceed $1 000 000 000. Case No. PAC-05-
STAFF REVIEW
Staff recommended approval of PacifiCorp s Application. The current capital
structure consists of 54.1% debt, 0.6% preferred and 45.3% common equity. The pro forma
1 To date 14 851,485 shares have been issued under the prior authority.
ORDER NO. 29786
capital structure if both this equity authority and the debt authority are approved is 56.1 % debt
5% preferred and 43.4% common equity.
FINDINGS OF FACT
PacifiCorp was incorporated under Oregon law in August 1987 for the purposes of
(1) facilitating consummation of a merger with Utah Power Light Company, a Utah
corporation, and (2) changing the state of incorporation of PacifiCorp from Maine to Oregon.
The Company uses the assumed business name of Utah Power & Light within its service
territory in Idaho.
Based on the representations in the Application, we find that the proceeds from the
Issuances and sales of the Shares will be used for the acquisition of utility property; the
construction, completion, extension or improvement of utility facilities; the improvement or
maintenance of service; the discharge or unlawful refunding of obligations which were incurred
for utility purposes; or the reimbursement of the Company s treasury for funds used for the
foregoing purposes.
Based on the representations in the Application, we further find that PacifiCorp
proposes to issue and sell the Shares to its Parent at a purchase price not less than the book value
of the Common Stock, determined as of the last day of the month prior to each issuance.
The Company has paid the required fees required by Idaho Code 9 61-905.
CONCLUSIONS OF LAW
PacifiCorp is an electric corporation within the definition of Idaho Code 9 61-119
and is a public utility within the definition of Idaho Code 9 61-129. The Idaho Public Utilities
Commission has jurisdiction over this matter pursuant to Title 61 , Idaho Code, Chapters 1 and 9
specifically Idaho Code 99 61-119 61-129 61-901 , and 61-902, and IDAPA 31.01.01.141-150.
After examining the Application and Staff s comments, the Commission finds that an
evidentiary hearing in this matter is not required and would serve no public purpose.
The Commission further finds that the Application requesting authority to issue and
sell, from time to time and for cash, up to 50 000 000 shares of Common Stock to its parent
PacifiCorp Holdings, Inc. is for a lawful purpose, is within PacifiCorp s corporate powers, and is
generally compatible with the public interest. The Commission further finds that the method of
Issuance IS proper.
ORDER NO. 29786
This general approval of the general purposes to which the proceeds will be put is
neither a finding of fact nor a conclusion of law that any particular program of the Company
which may be benefited by the approval of this Application has been considered or approved by
this Order, and this Order shall not be construed to that effect.
The issuance of this Order does not constitute agency determination/approval of the
type of financing or the related costs for ratemaking purposes, which determination the
Commission expressly reserves until the appropriate proceeding.
ORDER
IT IS HEREBY ORDERED that the Application of PacifiCorp requesting authority
to issue and sell, from time to time and for cash, up to 50 000 000 shares of Common Stock to its
parent, PacifiCorp Holdings, Inc. is hereby granted.
IT IS FURTHER ORDERED that this authority includes the remaining authority
under Order No. 29144 in Case No. P AC-02-, resulting in an aggregate 50 000 000 shares of
the Company Common Stock that may be issued after the date of this Order and shall remain
effective until all such Shares have been issued.
IT IS FURTHER ORDERED that nothing in this Order or any act or deed performed
in connection with this Order shall be construed to obligate the State of Idaho to payor guarantee
in any manner whatsoever any security authorized, issued assumed 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, service, accounts, evaluation
estimates or determination of costs or any other matter which may come before the Commission
pursuant to its jurisdiction and authority as provided by law.
IT IS FURTHER ORDERED that PacifiCorp shall file the following as they become
available:
1. The "Report of Securities Issued" required by 18 C.F .R. 9 34.10.
2. Verified copies of any agreement entered into in connection with the
Company s sales and issuances of the Shares to its Parent.
3. A verified statement setting forth in reasonable detail the disposition of
the proceeds of each sale and issuance of the Shares pursuant to this
Order.
ORDER NO. 29786
IT IS FURTHER ORDERED that the issuance of this Order does not constitute
acceptance of PacifiCorp s exhibits or other material accompanying this Application for any
purpose other than the issuance of this Order.
THIS IS A FINAL ORDER. Any person interested in the Order (or in issues decided
by this Order) 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 and in this case. Within seven (7) days
after any person has petitioned for reconsideration, any other person may cross-petition for
reconsideration. See Idaho Code 99 61-626 and 62-619.
DONE by Order of the Idaho Public Utilities Commission at Boise, Idaho this /7
fA.
dav ofMav 2005.
-'
MARSHA H. SMITH, COMMISSIONER
ENNIS S. HANS N, COIvIMISSIONER
ATTEST:
~lD
Je n D. Jewell
Cb!mmission Secretary
O:P ACE0504 kdp
ORDER NO. 29786