20171128Report of Commercial Paper Agreement.pdf

YPACITIEORP RE C I IVED
20171{0V 28 A}l 9: Otr
Pacific Power I PacifiCorp Energy
Rocky Mountain Power
825 NE Multnomah
LCTt900
Portland, OR 97232
IOAiIC PUBLIC
u'i i LtT I Es c0h1 l,{ lssloN
November 28,2017
VA OWRNIGHT DELIVERY
Idaho Public Utilities Commission
Statehouse
47 2 W est Washington Street
Boise,lD 83720
Attn: Ms. Diane Hanian
Commission Secretary
Case PAC-E-06-01
Order No. 29999
Report of Commercial Paper Dealer Agreement for Short-Term Debt
Dear Diane Hanian:
Pursuant to the referenced Order, PacifiCorp submits to the Commission one verified copy of:
The Commercial Paper Dealer Agreement between PacifiCorp and Barclays Inc.,
dated October 24,2017.
Because PacifiCorp has not issued any new security in connection with the referenced transaction,
no Report of Securities Issued in enclosed.
Under penalty of perjury, I declare that I know the contents of the enclosed document, and it is true,
correct and complete.
Please contact me if you have any questions about the letter or the enclosed document.
Sincerely,
Weems
Assistant Treasurer
Re:
Enclosure
COMMERCIAL PAPER DEALER AGREEMENT
October 24,2017
Barclays Capital lnc.
745 Seventh Avenue, 4tn floor
NewYork, NY 10019€801
Attention: Commercial Paper Product Management
Telephone number: 212412-21 12
Ladies and Gentlemen:
This letter agreement (the "Agreement') sets forth our understanding of the basis on which
Barclays Capital lnc. proposes to work with PacifiCorp, an Oregon corporation (the 'Company'), in
connection with the issuance and sale by the Company of its short-term promissory notes (the "Notes") in
the United States commercial paper market.
\Mile (i) the Company shall have no obligation to sell the Notes to, or arrange sales of Notes
through, Barclays Capital lnc. and (ii) Barclays Capital lnc. shall have no obligation to purchase the Notes
from, or arrange sales of Notes for, the Company, the Company has requested Barclays Capital lnc. to
act as commercial paper dealer therefor and Barclays Capital lnc. has indicated its willingness to do so
on the terms and conditions contained herein. The Notes will be represented by either individual note
certificates ("Certificated Notes"), or a master note ("Master Note") of the Company in the form appended
to the lssuance and Paying Agent Agreement which the Company has entered into with U.S. Bank Trust
NationalAssociation, the "lssuing Agent"). Notes represented by a master note shall be referred to herein
as'Book-Entry Notes."
1. The Notes will be issued by the Company in the ordinary course of its business and financial
affairs, will have a maturity at the time of issuance of not more than 270 days (exclusive of days of grace)
and will not contain any provision for automatic'rollover.'The proceeds from the sale of the Notes will be
used by the Company for cunent transactions within the meaning of Section 3(aX3) of the Securities Act
of 1933, as amended (the "1933 Act'). The Notes will be paid in the ordinary course of business and
financial affairs of the Company according to ordinary business terms. Prior to the initial purchase or
placement by Barclays Capital lnc. of Notes hereunder, Barclays Capital lnc. shall have received an
opinion of the Company's counsel.
2. The Notes will be issued in such face or principal amounts (but not less than $100,000 each),
and will bear such interest rates (if interest-bearing), or will be sold at such discounts, from their face
amounts, as shall be mutually agreed to by the Company and Barclays Capital lnc. at the time of each
proposed purchase or placement.
3. (a) On the date of a proposed issuance of Notes, Barclays Capital lnc. shall confer with the
Company as to the face or principal amounts, maturities and denominations and applicable interest rates
or the discounts from the face amounts, at which the Notes are to be issued.
(b) The authentication, delivery and payment of the Notes shall be effected in accordance
with the lssuance and Paying Agent Agreement and the Notes shall be represented by book-entry Notes
registered in the name of The Depository Trust Company ('DTC") or its nominee.
(c) Barclays Capital lnc. will mail written confirmations of each purchase or placement to the
Company, which confirmations shall set forth face or principal amounts, maturities and denominations of
the Notes purchased or placed and the applicable interest rates or discounts.
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(d) ln the event that a customer shall either fail to accept delivery of or make payment for a
Note on the date fixed for settlement, Barclays Capital lnc. shall promptly notifl the Company, and if
Barclays Capital lnc. has theretofore paid the Company for such Note, the Company will promptly return
such funds to Barclays Capital lnc. against its return of the Note to the Company, in the case of a
Certiftcated Note, and upon notice from Barclays Capital lnc. of such failure, in the case of a Book-Entry
Note. lf such failure occurred for any reason other than default by Barclays Capital lnc., the Company
shall reimburse Barclays Capital lnc. on an equitable basis for Barclays Capital lnc.'s loss of the use of
such funds for the period such funds were credited to the Company's account.
4. The Company understands that, in connection with the sale of the Notes, one or more of the
following relating to the Company and its affiliates may be prepared: (i) annual information reports, (ii)
interim information reports, and (iii) other reports or offering materials (all of the foregoing being
hereinafter called the 'Offering Materials'). To provide a basis for the preparation of the Offering Materials
and to assist Barclays Capital lnc's normal credit review procedures, (a) the Company shall provide
Barclays Capital lnc. with copies of its most recent Annual Report on Form 10-K and each subsequent
Quarterly Report on Form 10-Q and each report on Form 8-K filed with the Securities and Exchange
Commission (the "SEC') and (b) its other publicly available recent reports, including any filings or reports
provided to their respective shareholders, any national securities exchange or any rating agency and any
information generally supplied in writing to security analysts. ln addition, the Company will provide
Barclays Capital lnc. with such other information as Barclays Capital lnc. may reasonably request for the
purpose of the ongoing credit review of the Company.
5. (a) Barclays Capital lnc. agrees to fumish all Offering Materials to the Company for its written
approval prior to the use thereof in offering the Notes. Any such approval by the Company shall be
deemed to be a representation by it that the Offering Material so approved does not contain an untrue
statement of a material fact or omit to state a material fact necessary in order to make the statements
therein, in light of the circumstances under which they were made, not misleading. lf, at any time during
the term of this Agreement, any event occurs or circumstances exist as a result of which any then current
Offering Material would include an untrue statement or omission, the Company will promptly notify
Barclays Capital lnc. and provide to Barclays Capital lnc. revised information that corrects such untrue
statement or omission. The Company agrees that Barclays Capital lnc's acting as a dealer for the Notes
is conditioned upon its being able to provide such Offering Materials to purchasers or potential
purchasers as Barclays Capital lnc. deems appropriate.
(b) The Company has credit facilities with various banks (the "Banks") and will advise, and
cause the Banks to advise, Barclays Capital lnc., as frequently as Barclays Capital lnc. may reasonably
request, of the status and usage of such credit facilities.
(c) The Company will not use the proceeds of Notes purchased and held by Barclays Capital
lnc., as principal, for the purchase or carrying of securities. The Company will give Barclays Capital lnc.
three days prior notice of its intention to use the proceeds of Notes for the purchase or carrying of
securities.
6. The Company represents that (i) the issue and sale of the Notes is duly authorized, (ii) upon
issuance, the Notes will be exempt from the registration requirements of the 1933 Act pursuant to Section
3(a)(3) thereof, (iii) upon issuance and payment therefor in accordance with this Agreement, the Notes
will be the legal, valid binding and enforceable obligations of the Company, (iv) the Company is not an
"investment company" or a company 'controlled" by an "investment company' within the meaning of the
lnvestment Company Act of '1940, as amended, (v) no authorization, approval, consent, order,
registration or qualification of, or with, any court, governmental authority or agency is necessary, beyond
that already obtained in connection with the issuance, offer or sale of the Notes hereunder or for the
consummation of the transactions contemplated by this Agreement or the Notes, (vi) the Notes rank at
least pari passu with all other unsubordinated unsecured indebtedness of the Company and (vii) this
Agreement and the lssuance and Paying Agency Agreement have been duly authorized, executed and
delivered by the Company.
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7. Each sale of Notes by the Company hereunder shall be deemed to be a representation by it
that:
(i) tne representations, warranties and covenants of the Company contained in Section 5 and
Section 6 of this Agreement are true and correct on and as of the date of such sale;
(ii) no event has occurred and is continuing, or would result from such sale, which constitutes or
would constitute an event of default, or which would constitute an event of default but for the
requirement that notice be given or time elapse or both, under any of the Company's
indebtedness for money bonowed, obligations as lessee under capital leases or under any
guarantees by the Company of indebtedness for money borrowed or capital lease
obligations; and
(iii) tnere has been no material adverse change in the financial condition or operations of the
Company since the date of the most recent Offering Materials which has not been disclosed
to Barclays Capitallnc. in writing.
8. The Company will indemnify and hold harmless Barclays Capital lnc., each individual,
corporation, partnership, trust, association or other entity controlling Barclays Capital lnc. and any
affiliate, director, officer, employee or agent of Barclays Capital lnc. or of such controlling entity against
any and all liabilities, losses, damages, claims, costs and expenses (including without limitation
reasonable fees and disbursements of counsel) (i) arising out of or based upon any allegation that any
Offering Material or any information provided to Barclays Capital lnc. hereunder includes an untrue
statement of a material fact or omits to state any material fact necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading, (ii) arising out of the breach by
the Company of any agreement, covenant or representation made pursuant to this Agreement, or (iii)
arising out of or based upon the issuance of the Notes or the transactions contemplated hereby. lf any
action, suit or proceeding arising from any of the foregoing is brought against any of the lndemnitees, the
Company will, at its own expense, resist and defend such action, suit or proceeding or cause the same to
be resisted and defended by counsel designated by the Company (which counsel shall be satisfactory to
such lndemnitees) and regardless of whether the Company is a party to the same, pay all reasonable
costs and expenses of such defense as incurred (including, without limitation, reasonable attomeys' fees
and expenses). The above indemnification shall not apply to the extent that the liability arises from the
inclusion by any indemnified party in any Offering Material that has not been approved or deemed
approved by the Company pursuant to Section 5 of this Agreement of an untrue statement of a material
fact or an omission to state any material fact necessary to make the statements therein, in light of the
circumstiances under which they were made, not misleading. ln order to provide for just and equitable
contribution in circumstances in which the indemnification provided for in this paragraph is for any reason
held unenforceable, although applicable in accordance with the terms of this paragraph, the Company, on
the one hand, and Barclays Capital lnc., on the other hand, shall contribute to the aggregate costs of any
such claim in the proportion of their respective economic interests. The respective economic interests
shall be calculated by reference to the aggregate proceeds to the Company of the Notes sold hereunder
and the aggregate commissions and fees earned by Barclays Capital lnc. hereunder.
L The Company shall reimburse Barclays Capital lnc. for all of Barclays Capital lnc.'s out-of-
pocket expenses related to this Agreement and the transactions contemplated hereby (including but not
limited to the printing and distribution of any Offering Material and any advertising expenses) and, if
applicable, for the reasonable fees and out-of-pocket expenses of Barclays Capital lnc.'s counsel.
10. All notices required or permifted under the terms and provisions hereof shall be in writing
(which shall include electronic transmission) and shall, unless otherwise provided herein, be effective
when received at the address below or at, such other address as shall be specified in a notice furnished
hereunder.
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lf to the Company;
PacifiCorp
825 NE Multnomah, Suite 1900
Portland, OR 97232
Attention: Nikki Kobliha, CFO, Vice President and Treasurer
Telephone number. 503.81 3.5645
lf to Barclays Capital lnc.
Barclays Capitallnc.
745 Seventh Avenue, 4th floor
New York, NY 10019€801
Atlention: Commercial Paper Product Management
Telephone number: 212412-2112
Fax number:212-52M593
11. This Agreement is to be delivered and performed, and shall be construed and enforced in
accordance with, and the rights of the parties shall be govemed by, the laws of the State of New York.
12 The Company egreos that any sutt, action or proceeding brought by the Company against
Barclays Capital lnc. in conneclion wi$t or arising out of this 4reement or the ofbr and sale of Notes
shall be brought solely in the United States Federal courts located in the Borough of Manhattan or the
courts of the State of New York
13 This Agreement may be terminated, at any time. by the Company, upon notice to such efbct
to Barclays Capital lnc., or by Barclays Capitial lnc., upon notice to such effect to the Company. Any such
termination, however, shall not affect the obligations of the Company under Section 8, 9, or 12 hereof or
the rrghts or responsibilities of the parties arising prior to the termination of this Agreement.
lf the foregoing is in accordance with your understanding of this Agreement, please sign and
retum to us a counterpart hereof, whereupon this letter agreement along with all counterparB will become
a binding agreement between us in accordance with its terms.
Very truly yours,
PACIFICORP
cFo,President and Treasurer
Acceptod and to as of the date first above written.
Barclays lnc
Sl-L-/a^# t.D,nap'7-
By:
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