HomeMy WebLinkAbout20230602Application_Exhibits.pdf
June 2, 2023
Ms. Jan Noriyuki
Commission Secretary
Idaho Public Utilities Commission
P.O. Box 83720
Boise, ID 83720-0074
RE: Case No. INT-G-23-02
Dear Ms. Noriyuki:
Attached for consideration by this Commission is an electronic submission of Intermountain Gas
Company’s Application to Issue and Sell Securities. The Application requires an IPUC Issuance
Fee in the amount of $1,000. That check will be hand-delivered under separate cover.
If you should have any questions regarding the attached, please don’t hesitate to contact me at (208)
377-6015.
Sincerely,
/s/ Lori A. Blattner
Lori A. Blattner
Director, Regulatory Affairs
Intermountain Gas Company
Enclosure
cc: Mark Chiles
Preston Carter
RECEIVED
Friday, June 2, 2023 3:04:38 PM
IDAHO PUBLIC
UTILITIES COMMISSION
INTERMOUNTAIN GAS COMPANY
CASE NO. INT-G-23-02
APPLICATION
AND
EXHIBITS
In the Matter of the Application of INTERMOUNTAIN GAS COMPANY
for Authorization to Issue and Sell Securities
APPLICATION - 1
Preston N. Carter, ISB No. 8462
Givens Pursley LLP
601 W. Bannock St.
Boise, ID 83702
Telephone: (208) 388-1200
Attorney for Intermountain Gas Company
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
In the Matter of the Application of
INTERMOUNTAIN GAS COMPANY
for Authorization to Issue and Sell
Securities
Case No. INT-G-23-02
APPLICATION
Intermountain Gas Company ("Intermountain" or “Company”), a subsidiary of MDU
Resources Group, Inc. with general offices located at 555 South Cole Road, Boise, Idaho, pursuant
to the applicable statutes, including Idaho Code Sections 61-901, 61-902, 61-903 and 61-905, and the
Rules and Regulations of the Idaho Public Utilities Commission (“Commission”), requests
authorization to issue and sell up to Fifty Million Dollars ($50,000,000) of Unsecured Notes between
the months of August and December 2023, with one or more maturity dates ranging from five (5) to
forty (40) years from issuance.
Communications in reference to this Application should be addressed to:
Lori A. Blattner
Director – Regulatory Affairs
Intermountain Gas Company
Post Office Box 7608
Boise, ID 83707
lori.blattner@intgas.com
and
Preston N. Carter
Givens Pursley LLP
601 W. Bannock St.
Boise, ID 83702
prestoncarter@givenspursley.com
stephaniew@givenspursley.com
APPLICATION - 2
In support of this Application, Intermountain alleges and states as follows:
I. INTRODUCTION
Intermountain is a gas utility, subject to the jurisdiction of the Idaho Public Utilities
Commission, engaged in the sale of and distribution of natural gas within the State of Idaho under
authority of Commission Certificate No. 219 issued December 2, 1955, as amended and
supplemented by Order No. 6564, dated October 3, 1962.
Intermountain provides natural gas service to the following Idaho communities and counties
and adjoining areas:
Ada County - Boise, Eagle, Garden City, Kuna, Meridian, and Star;
Bannock County - Arimo, Chubbuck, Inkom, Lava Hot Springs, McCammon, and Pocatello;
Bear Lake County - Georgetown, and Montpelier;
Bingham County - Aberdeen, Basalt, Blackfoot, Firth, Fort Hall, Moreland/Riverside, and Shelley;
Blaine County - Bellevue, Hailey, Ketchum, and Sun Valley;
Bonneville County - Ammon, Idaho Falls, Iona, and Ucon;
Canyon County - Caldwell, Greenleaf, Middleton, Nampa, Parma, and Wilder;
Caribou County - Bancroft, Grace, and Soda Springs;
Cassia County - Burley, Declo, Malta, and Raft River;
Elmore County - Glenns Ferry, Hammett, and Mountain Home;
Fremont County - Parker and St. Anthony;
Gem County - Emmett;
Gooding County –Gooding and Wendell;
Jefferson County - Lewisville, Menan, Rigby, and Ririe;
Jerome County - Jerome;
Lincoln County - Shoshone;
Madison County - Rexburg and Sugar City;
Minidoka County - Heyburn, Paul, and Rupert;
Owyhee County - Bruneau and Homedale;
Payette County - Fruitland, New Plymouth, and Payette;
Power County - American Falls;
Twin Falls County - Buhl, Filer, Hansen, Kimberly, Murtaugh, and Twin Falls;
Washington County - Weiser.
Intermountain's properties in these locations consist of transmission pipelines, liquefied
natural gas storage facilities, compressor stations, distribution mains, services, meters and regulators,
and general plant and equipment.
II. DESCRIPTION OF SECURITIES
Applicant seeks authority from this Commission to issue and sell up to Fifty Million Dollars
($50,000,000) of Unsecured Notes, with one or more maturity dates ranging from five (5) to forty
(40) years from issuance.
APPLICATION - 3
The Board of Directors of Intermountain has duly authorized the requested Unsecured Notes.
A copy of the Resolution authorizing the Unsecured Notes is attached hereto as Exhibit No. 1 and is
incorporated herein by reference.
The estimated terms and conditions of the Unsecured Notes are incorporated by reference.
Summary of Terms and Conditions for the Unsecured Notes
Issuer: Intermountain Gas Company
Purchasers: One or more private placement investors (the “Investors”)
Principal Amount: Unsecured Notes – up to $50,000,000
Interest Rates: Final rates dependent on tenor of notes. Current estimates
based on five (5) year Treasury rates: plus 120-160 basis points
for a five (5) year tranche; and plus 175-215 basis points for a
fifteen (15) year tranche. Current estimates based on thirty (30)
year Treasury rates: plus 175-220 basis points for a thirty (30)
year or forty (40) year tranche. Credit spreads are subject to
change.
Date of Issue: Between the months of August and December 2023.
Maturity: Long-term maturity dates in one or more tranches ranging
from five (5) to forty (40) years from the issuance date.
Voting Privileges: None
Call or Redemption Subject to Make-Whole amount of T+50; par call six months
Provisions: prior to maturity
Sinking Funds or Other
Provisions for Securing
Payment: None
Security: None
Use of Proceeds: If approved, the Unsecured Notes will be used to refinance
existing debt, and fund capital expenditures and general
corporate purposes.
Fees: Private placement agent fees of up to thirty (40) basis points
(up to $200,000) will be paid in conjunction with the issuance
of the securities. Legal fees and reasonable out-of-pocket costs
will be paid or reimbursed to investor counsel and Cohen
APPLICATION - 4
Tauber Spievack & Wagner P.C. (Intermountain’s legal
counsel) and are estimated at $125,000.
Other Requirements: Costs associated with this transaction are to be paid by
Intermountain as noted in the above delineation of “Fees.”
III. STATEMENT OF INFORMATION REQUIRED BY RULE 141.03
The securities will be issued under a private placement agreement marketed by agents yet to
be determined (the “Agents”) to private placement investors. The net proceeds for the Unsecured
Notes (up to Fifty Million Dollars ($50,000,000) minus the estimated Fees of Three Hundred and
Twenty-Five Thousand Dollars ($325,000)) are estimated at up to Forty-Nine Million Six Hundred
and Seventy-Five Thousand Dollars ($49,675,000).
The estimated fees and expenses of the issuance of such Unsecured Notes are expected to
total up to Three Hundred and Twenty-Five Thousand Dollars ($325,000) consisting of the following:
Agent Fees $200,000
Legal Fees 125,000
Total $325,000
IV. STATEMENT OF PURPOSE
Based on this Commission’s authorization, the Unsecured Notes will be used to refinance
existing debt, and fund capital expenditures and general corporate purposes.
V. STATEMENT OF EXPLANATION
These uses are consistent with the public interest and necessary, appropriate, and consistent
with the proper and legally mandated performance to the public by Intermountain as a public utility.
VI. FINANCIAL STATEMENT
Intermountain’s Statement of Capitalization as of March 31, 2023, showing all authorized and
outstanding classes of securities as adjusted to reflect the proposed issuance of up to $50,000,000 of
Unsecured Notes, is as follows:
APPLICATION - 5
March 31, 2023
Actual
Amount
Outstandin
Adjusted
Amount
($000’s) Ratio ($000’s)
Common Stock &
Surplus
$ 205,173 54.76% $ 205,173
Long Term Debt* 169,522 45.24% 219,522
Total Capitalization $ 374,695 100.0% $ 424,695
* Excludes line of credit balance
VII. PROPOSED ORDER
A proposed Order granting this Application is attached as Exhibit No. 2 and is incorporated
by reference.
VIII. STATEMENT OF PUBLIC NOTICE
Notice of the application will be published within seven days of the filing date of this
Application in The Idaho Business Review, The Idaho State Journal, The Idaho Statesman, The Post
Register, and The Times News pursuant to Rule 141.08 of the Commission’s Rules of Procedure.
IX. VERIFIED REPORT
A copy of the verified report for the above referenced Unsecured Notes showing the amount
realized including the itemized costs and expenses incurred in connection with this transaction will
be submitted under separate cover after issuance and is to be treated as confidential pursuant to the
Commission’s Rules of Procedure IDAPA 31.01.01.067 and 31.01.01.233, together with Idaho Code
§§ 74-104, 106, 107, and 48-801 et seq.
X. COMMISSION FEE
The fee required by Section 61-905 of the Idaho Code, was determined as follows:
First $ 100,000 at $1.00 per $1,000 = $ 100
Next 900,000 at $0.25 per $1,000 = 225
Remaining 49,000,000 at $0.10 per $1,000 = 4,900
$ 50,000,000 = $ 5,225
APPLICATION - 6
As this amount is larger than the $1,000 maximum fee set forth in Section 61-905 of the Idaho
Code, a check for $1,000 is enclosed with this Application.
XI. MODIFIED PROCEDURE
Intermountain requests that this matter be handled under modified procedure pursuant to
Rules 201-204 of the Commission's Rules of Procedure. Intermountain stands ready for an immediate
hearing of this Application if such is determined necessary by this Commission.
XII. REQUEST FOR RELIEF
Intermountain respectfully petitions the Idaho Public Utilities Commission as follows:
1) That this Application be processed without hearing pursuant to the Rules and
Regulations of this Commission and acted upon at the earliest possible date;
2) That this Commission approve and authorize the issuance of Unsecured Notes for the
purposes described up to and including Fifty Million Dollars ($50,000,000) with one or more maturity
dates ranging from five (5) to forty (40) years from issuance;
3) That this Commission allow Intermountain to manage its Unsecured Note financing
pursuant to the order issued in this matter, with Intermountain making quarterly reports to this
Commission setting forth the date of issuance, principal amount, interest rate, date of maturity and
identity of payee for all promissory notes issued during such quarter; and
4) For such other relief as this Commission may determine is just and proper.
DATED: June 2, 2023
INTERMOUNTAIN GAS COMPANY GIVENS PURSLEY LLP
B B
Lori A. Blattne Preston N. Carte
Director – Re ulator Affairs Attorne for Intermountain Gas Compan
EXHIBIT NO. 1
CASE NO. INT-G-23-02
INTERMOUNTAIN GAS COMPANY
BOARD RESOLUTION
(2 pages)
CERTIFICATE
I, Karl A. Liepitz, hereby certify that I am the duly elected and qualified General Counsel
and Secretary of Intermountain Gas Company, an Idaho corporation; that the following is a true
and correct copy of resolutions adopted by Written Consent of the Board of Directors dated May
22, 2023; and that said resolutions have not been modified or amended and are presently in full
force and effect:
WHEREAS, the Board of Directors of Intermountain Gas Company (the
“Company”) has determined that it is desirable for the Company to enter into a Note Purchase Agreement (the “Agreement”), by and among the Company and other purchasers which shall be identified in the Agreement (collectively referred to as the “Purchasers”), under which the Company shall propose to issue and sell unsecured
Notes (as shall be defined in the Agreement) in an aggregate principal amount of up
to $50,000,000 in one or more series with maturities up to forty (40) years as shall be set forth in the Agreement; NOW, THEREFORE, BE IT RESOLVED, that the Chair of the Board, Chief
Executive Officer, President, any Vice President, General Counsel, Treasurer, or any
other officer who performs a policy-making function (such as administration, operations, accounting, or finance) of the Company (the “Authorized Officers”) be, and each of them hereby is, authorized to (i) negotiate, execute and deliver the Agreement, with such terms and provisions as the Authorized Officer executing the
Agreement on behalf of the Company shall deem proper, and (ii) in connection with
such Agreement execute and deliver the Note or Notes (as defined in the Agreement) in the aggregate principal amount up to $50,000,000 payable to the order of the Banks, with such terms as the Authorized Officers executing the same shall deem proper, such execution by the Authorized Officers of the Notes to be conclusive evidence of
the Authorized Officer’s authority granted herein and the approval thereof by the
Board of Directors; FURTHER RESOLVED, that each and every officer of the Company be, and hereby is, authorized and empowered, in the name and on behalf of the
Company from time to time, to take such actions and to execute and deliver such
agreements, certificates, instruments, notices and documents as may be required or as such officer may deem necessary, advisable, or proper in order to carry out and perform the obligations of the Company under the Agreement and other agreements executed by the Company pursuant to these resolutions; and all such actions to be
performed in such manner, and all such agreements, certificates, instruments,
notices, and documents to be executed and delivered in such form as the officer performing or executing the same shall approve, the performance or execution
thereof by such officer to be evidence that such officer deems all of the terms and provisions thereof to be proper; and
FURTHER RESOLVED, that all lawful actions previously taken in good faith by any officer of the Company in anticipation of, or in connection with, the foregoing are hereby approved, ratified and confirmed in all respects as if such actions had been presented to the Board of Directors for its approval prior to such
actions being taken.
IN WITNESS WHEREOF, I have hereunto set my hand on May 31, 2023.
Karl A. Liepitz, General Counsel and Secretary
EXHIBIT NO. 2
CASE NO. INT-G-23-02
INTERMOUNTAIN GAS COMPANY
IDAHO PUBLIC UTILITIES COMMISSION
PROPOSED ORDER
(3 pages)
ORDER NO. ________________ PAGE 1
PROPOSED ORDER OF APPLICANT
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
In the Matter of the Application of
INTERMOUNTAIN GAS COMPANY
for Authorization to Issue and Sell
Securities
Case No. INT-G-23-02
ORDER NO.
On June 2, 2023 Intermountain Gas Company (the “Company”), a subsidiary of MDU
Resources Group, Inc., applied to the Commission under Idaho Code §§ 61-901, et seq. for
authority to issue Unsecured Notes, not to exceed $50,000,000, with one or more maturity dates
ranging from five (5) to forty (40) years. Based on our review of the record, we issue this Order
approving the Application as discussed below.
THE APPLICATION
The Company asks for authority to issue and sell up to $50,000,000 of unsecured debt
securities. The proposed issuance will be directly placed in one or more tranches with one or more
private placement investors. The Company anticipates one or more tranches with proposed maturity
dates ranging from five (5) years to forty (40) years from the date of issuance. The interest rate will
be set at the time of issuance based on five (5) year Treasury rates plus a credit spread of 120-160
basis points for a five (5) year issuance or plus 175-215 basis points for a fifteen (15) year issuance.
The interest rate will be based on thirty (30) year Treasury rates plus a credit spread of 175-220 basis
points for a thirty (30) year or forty (40) year issuance. Credit spreads are subject to change. The
Company says it will use net proceeds from the sale of the unsecured notes to refinance existing debt,
and fund capital expenditures and general corporate purposes.
FINDINGS AND DISCUSSION
The Company is a public utility in Idaho as defined in Idaho Code §§ 61-117, and engaged
in the generation, purchase, transmission, distribution, and sale of natural gas. The Commission has
jurisdiction over the Application under Idaho Code §§ 61-901, et seq. We find that the proposed
transaction is in the public interest and a formal hearing on this matter is not required. Further, we
find that the proposed issuance is for a lawful purpose and is within the Company’s corporate
ORDER NO. ________________ PAGE 2
powers, that the Application conforms to Rules 141 through 150 of the Commission’s Rules of
Procedure, IDAPA 31.01.01.141-150, and that the Company has paid all fees due under Idaho Code
§ 61-905. Accordingly, we approve the Application and find the proposed financing should be
allowed.
The Commission’s Order approving the proposed financing and the general purposes to
which the proceeds may be put is not a determination that the Commission approves of the
particular use to which these funds will be put. The Order also is not a Commission determination
or approval of the type of financing or the related costs for ratemaking purposes.
ORDER
IT IS HEREBY ORDERED that the Company’s Application for authority to issue and sell up
to $50,000,000 of Unsecured Notes with proposed maturity dates from five (5) to forty (40) years is
granted.
IT IS FURTHER ORDERED that the Company must continue to file quarterly reports with
the Commission setting forth the date of issuance, principal amount, interest rate, date of maturity and
identity of payee for all promissory notes issued during the quarter. The Company must continue to
file its capitalization ratios with the quarterly reports.
IT IS FURTHER ORDERED that the foregoing authorization is without prejudice to the
regulatory authority of this Commission with respect to rates, utility capital structure, service,
accounts, valuation, estimates or determination of cost or any other matter which may come before
this Commission pursuant to its jurisdiction and authority as provided by law.
IT IS FURTHER ORDERED that nothing in this Order and no provisions of Chapter 9, Title
61, Idaho Code, or any act or deed done or performed in connection therewith shall be construed to
obligate the state of Idaho to pay or guarantee in any manner whatsoever any security authorized,
issued, assumed, or guaranteed under the provisions of Chapter 9, Title 61, Idaho Code.
IT IS FURTHER ORDERED that issuance of this Order does not constitute acceptance of the
Company’s exhibits or other material accompanying the Application for any purpose other than the
issuance of this Order.
THIS IS A FINAL ORDER. Any person interested in this Order may petition for
reconsideration within twenty-one (21) days of the service date of this Order. Within seven (7) days
after any person has petitioned for reconsideration, any other person may cross-petition for
reconsideration. See Idaho Code § 61-626.
ORDER NO. ________________ PAGE 3
DONE by Order of the Idaho Public Utilities Commission at Boise, Idaho this ________
day of ________________ 2023.
__________________________________
PRESIDENT
__________________________________
COMMISSIONER
__________________________________
COMMISSIONER
ATTEST:
____________________________________
SECRETARY