20080901INT sale to MDU.pdf

STATE OF IDAHO
OFFICE OF THE ATTORNEY GENERAL
LAWRENCE G. WASDEN
August 29, 2008
Michael P. McGrath, Director
Gas Supply and Regulatory Affairs
Intermountain Gas Compan
555 S. Cole Road
Boise, ID 83709
Donald R. Ball
Vice President - Regulatory Affairs
Montaa-Dakota Utilities Company
400 S. 4th Street
Bismarck, ND 58501
Re: The Idaho PUC's Review ofthe MDU Resources/lntermountain Gas Transaction
Gentlemen:
On July 9, 2008, MDU Resources Group and Intermountain Gas, Company fied with tbeIdaho Public Utilities
Commission ajoint "Notification of Change in Control" regarding MDU's purchase of all of the outstanding
stock of Intermountain Gas Company. Enclosed with the joint Notification was a copy of the parties' "Stock
Purchase Agreement" (Agreement) dated July 1,2008.
In Article VI of the Agreement the parties set out conditions for closing the transaction. In particula.r, Sectiori
6.1 (c) seeks a confirmation from the Idaho Public Utilities Commission that "it has completed .its review of the
IPUC Notification fiing" and has not imposed any conditions on the transaction. Agreement§ 6.I(c). On
August 21, 2008, MDU Resources, Intermountain Gas and Commission Staff executed a "Memoradum of
Understanding" to more clearly delineate conditions addressed in the joint Notification designed to protect
Intermountain Gas' customers.
On August 25, 2008, the Commission took up this matter at its regularly scheduled Decision Meeting. After
reviewing the parties' joint Notification and the Memorandum ofUI)derstanding, the Commission concluded it
shall not exert jurisdiction over the purchase transaction and shall not impose conditions on the transaction.
Accordingly, the Commission's review of this matter has been completed.
t:1~1.Do~oweii, II
Deputy Attorney General
cc: Commissioners
liir Il J I ' ilY,
Contracts & Administrtive Law Division, Idaho Public Utilities Commission
P.O. Box 83720, Boise, Idaho 83720-0074, Telephone: [phone], FAX: [phone], E-mail: Ipuc~puc.state.id.us
Located at 472 West Washington St., Boise, Idaho 83702