20040621Decision Memo.pdf

DECISION MEMORANDUM
TO:COMMISSIONER KJELLANDER
COMMISSIONER SMITH
COMMISSIONER HANSEN
COMMISSION SECRETARY
LEGAL
WORKING FILE
FROM:TERRI CARLOCK
DATE:JUNE 18,2004
RE:IN THE MATER OF A VISTA CORPORATION'S APPLICATION FOR
AUTHORITY TO ISSUE NOT MORE THAN $250,000,000 OF DEBT AND
NOT MORE THEN 3,000,000 SHARES OF COMMON STOCK;
CASE NO. A VU-04-
On June 16, 2004, Avista Corporation (Avista) applied to amend the authority granted in
this case under Order No. 29499, dated May 12, 2004. Avista requests an increase from
000 000 to 10 000 000 of authorized common shares. Clarification of the authority to issue
common shares is also requested. The clarifying language requested in the first ordering
paragraph on page 3 of Order No. 29499 is a follows:
IT IS THEREFORE ORDERED that Avista Corporation be, and the
same hereby is, authorized to offer, issue and sell up to $250 000 000
unsecured, fixed or floating rate bonds, notes and other evidences of
indebtedness, which may be convertible into or exchangeable for shares
of Avista s common stock, but also to offer, issue and sell up to and
including the 10 000 000 shares of common stock in connection with
any such convertible debt or independent of any debt offering. In the
event of a conversion from debt to equity, the maximum dollar amount
of the converted shares would have a limit of up to $250 000 000.
All other terms of the Order will remain in force including the reports to the Commission.
The amendments are needed to simplify pricing of the debt with the convertible option. Any
common issuance also would require these amendments. At the current stock price
approximately $17.50 issuance of 10 million shares equates to $175 000 000.
DECISION MEMORANDUM - 1 -JUNE 18, 2004
STAFF RECOMMENDATION
Staff recommends approval of the amendments.
COMMISSION DECISION
Does the Commission approve the requested amendments?
J~ ~ock
T em Carlock
i :udmemos/avuuO4.2 .dmamend6.2004
DECISION MEMORANDUM - 2-JUNE 18 2004