20131211Document Cover Letter.pdf

EXECUTIVE OFFICES
lrurennaouNTArru Ges Coruparuv
55s SOUTH COLE ROAD . P.O. BOX 7608 . BOISE, IDAHO 83707 . [phone] o FAX:[phone]
December 11, 2013
Ms. Jean Jewell
ldaho Public Utilities Commission
472W . Washington St.
P.O. Box 83720
Boise, lD 83720-0074
RE: Case No. INT-G-13-07
Dear Jean,
Attached for filing with the Commission are several documents related to securities
issuances previously approved by this Commission.
On July 23rd, 1998, lntermountain Gas Company ("lntermountain") filed with this
Commission Case INT-G-98-05 for Authorization to lssue and Sell not more than
$58,000,000 Senior Debentures, 7.260/o due 2018 with Teachers lnsurance &
Annuity Association of America (TIAA). This issuance was approved by this
Commission in Order No. 27689 on August 25, 1998. The key financial terms of
these Senior Debentures have not changed since the issuance of Commission
Order No. 27689. There were, however, two (2) Amendments to the Debenture
Purchase Agreement ("1998 Agreement" or "DPA") related to this debt issuance of a
housekeeping nature that were consummated since that Commission Order.
Amendment No. 1 dated February 14,2007 was made to the DPA to allow for and
accommodate changes to the limitation on indebtedness for money borrowed.
Amendment No. 2 to the DPA dated September, 2008 acknowledged the purchase
of lntermountain Gas Company by MDU Resources Group, lnc. ("MDUR") and
amended the DPA to permit lntermountain to file consolidated income tax returns
with MDUR or its subsidiaries. Attached hereto are copies of the aforementioned
Amendments to the original 1998 Agreement.
Additionally, and pursuant to a related matter, lntermountain filed Case No. !NT-G-
13-06 on Augusl29,2013 forAuthorization to lssue and Sell Unsecured Notes not
to exceed $50,000,000 with the same Teachers lnsurance & Annuity Association of
America. This issuance was approved by this Commission in Order No. 32896 on
September 24,2013. Along with the Note Purchase Agreement ('NPA') dated as of
October 30,2013 ("2013 Agreement") related to this $50,000,000 Unsecured Note
issuance, TIAA wishes to amend the 1998 Agreement to conform to the same
terms, conditions and reporting standards included with the NPA. As you know,
1.. r'?'j' L
since 1998, the financial world has radically changed to include additional reporting
requirements pertaining to these matters and the restated 1998 Agreement
(Amended NPA) conforms to these updated standards. Attached hereto are copies
of both the 2013 NPA and the Amended NPA restating the 1998 Agreement.
lntermountain Gas Company hereby respectfully requests that the ldaho Public
Utilities Commission issue a formal Order acknowledging these updated
Agreements along with their embedded terms and conditions and affirm that no
further Commission approval is required for these Agreements and their
amendments.
Sincerely,
Director - Regulatory Affairs
Intermountain Gas Company
Enclosures
cc: Scott Madison
Mark Chiles
Morgan W. Richards
Terri Carlock (IPUC)