20050921Application.pdf

BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION , E L) t.
In the Matter of the Application of ZQn5 SEP 2 \ f~Y; 9: 2 ~
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Application is hereby made to the Idaho Public Utilities Commission under the provisions of Section 61-
901 and 61-902 , Idaho Code (Laws of 1951 , Chapter 143) for an Order authorizing offering, issuance
and sale by Avista Corporation (hereinafter called "Applicant") of up to $100,000,000 of secured or
unsecured, fixed or floating rate bonds , notes and other evidences of indebtedness, including, without
limitation , assumption of any obligation or liability as guarantor, indorser, surety or otherwise in respect
to the securities of any other person, firm , corporation, or affiliate of the Applicant, and any refunding,
extension, renewal or replacement of any of the foregoing (the "Securities
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The following information and specific exhibits are furnished in support thereof:
(a) Name and address of principal business office:
A vista Corporation
1411 East Mission Avenue
Spokane W A 99202-2600
Name of representative for service:
Diane C. Thoren, Assistant Treasurer
(b) State and date of incorporation:
Incorporated Washington Territory (now the State of Washington) on March 15, 1889. The term of
incorporation is perpetual.
States in which Qualified to do business:
Washington, Idaho, Montana, and Oregon.
(c) General description of business. property. and territory served:
The Applicant is a public utility which owns and operates property in Eastern Washington, Northern
Idaho, Western Montana, Central & Southwest Oregon.
Applicant is engaged in the generation, transmission , distribution, and sale of electric energy, which
it sells at retail to approximately 330,000 residential, commercial , and industrial customers in
Eastern Washington and Northern Idaho, and at wholesale to public utilities, municipalities and
others. Its electric properties are operated as a unified system and are interconnected with
adjacent electric utilities. The electric energy sold by the Applicant is generated in power stations
which it owns in whole or in part or obtained by purchase or exchange from other utilities and
governmental agencies.
Natural gas is distributed and sold to approximately 285,000 residential, commercial and industrial
customers in Eastern Washington, Northern Idaho, and Central & Southwest Oregon.
(d) Description of securities. indebtedness or liabilities:
Pursuant to Rule 142 of the Rules of Practice and Procedure, the Applicant hereby Files the
application filed with the Washington Utilities and Transportation Commission as Exhibit "1" in
lieu of the application required by Rule 141. Applicant further states that:
(1) Applicant has published or will have published within seven days of the date of filing this
Application a notice in those newspapers listed in Rule 24.19 of the Rules of Practice and
Procedure of the Idaho Public Utilities Commission that are in general circulation in
Applicanes service area.
(2) Proposed Order of Applicant is filed herewith as Exhibit "
BEFORE THE
WASHINGTON UTILITIES AND TRANSPORTATION COMMISSION
In the matter of the request of
AVISTA CORPORATION
for an order establishing compliance
with Chapter 80.08 RCW
Amended Application
Docket No.
Avista Corporation (hereinafter called "Applicant") hereby requests the Washington Utilities and
Transportation Commission to enter a written order establishing that the proposed offering, issuance and
sale by the Applicant of up to $100,000,000 of secured or unsecured, fixed or floating rate bonds , notes
and other evidences of indebtedness, including, without limitation, assumption of any obligation or liabilityas guarantor, indorser, surety or otherwise in respect to the securities of any other person, firm,
corporation, or affiliate of the Applicant, and any refunding, extension, renewal or replacement of any of
the foregoing (the "Securities ) is in compliance with the requirements of Chapter 80.08 RCW.
The following information is furnished in support of this application, in accordance with the requirements of
RCW 80.08.040:
(1) A Description of the Purposes for Which the Issuance is Made, Including a Certification By an
Officer Authorized To Do So That the Proceeds From Any Such Securities Are For One Or
More of the Purposes Allowed By Chapter 80.08 RCW.
The Applicant will use the funds from the proposed offerings, issuance and sale of Securities for one or
more of the following purposes: (a) The acquisition of property, or the construction, completion
extension , or improvement of its facilities, or (b) the improvement or maintenance of service, or (c) the
issuance of stock dividends , or (d) the discharge or refunding of its obligations, or (e) the
reimbursement of moneys actually expended from income or from the treasury of the Applicant to the
extent permitted by RCW 80.08.030, or (f) for other purposes permitted by law.
The Applicant will utilize the proceeds of the proposed debt offering for lawful purposes as outlined in
RCW 80.08.030. Specifically, the Applicant anticipates using the proceeds from the issuance of the
Securities to refinance debt maturities and to repay funds borrowed under its corporate credit facility.
The Applicant has $50 million of debt maturities in the next 12 months beginning in November 2005
that must be refinanced. In addition, the Applicant will have borrowed approximately $56 million under
its corporate credit facility in September 2005 to fund the Applicant's purchase price obligation upon the
termination of the lease for the Applicant's generating facility located in Rathdrum, Idaho.
The undersigned certifies that she has read the foregoing information with respect to proposed use of
funds and knows the contents thereof and that the same are true to the best of her own knowledge or
belief.
Done at Spokane, Washington this 20th day of September, 2005.
By: C..
Diane C. Thoren
Assistant Treasurer
(2) A Description of the Proposed Issuance Including the Terms of Financing.
The Applicant proposes to offer, issue and sell Securities for purposes authorized by law, in forms
necessary or convenient to its operations, in a total amount of up to and including $100,000,000 and for
terms which will exceed 364 days. While no specific transactions are presently pending or
contemplated under the proposed authority, the Applicant will only enter into transactions where the
fees, interest rates and expenses charged or incurred by the Applicant in connection with the
transactions, and any refunding, extensions, renewals or replacements thereof, are competitive with
then-existing market prices for similar transactions.
The issuance of debt securities under the requested authority is anticipated before the end of 2005 and
could be in the range of $75-$100 Million with a term of 10-30 years and the interest rate would not
exceed 7.0%, all depending on and subject to then-existing market prices for similar transactions.
Subsequent issuances are anticipated to be in remaining amounts authorized and for terms that would
be competitive with then-existing market prices for similar transactions.
(3) Statement As To Why The Transaction Is In the Public Interest.
The issuance of the requested authority allows the Applicant greater flexibility in managing its funds
and reducing borrowing costs. The proposed authority would allow the Applicant to better manage its
debt and capital in a more efficient and cost effective manner. Accordingly, Applicant believes the
requested authority is in the public interest.
(4) Text of a Draft Order Granting Applicant's Request for an Order, Including A Disk Containing
the Proposed Language in a Format Acceptable to the Commission.
BEFORE THE WASHINGTON UTILITIES AND TRANSPORTATION COMMISSION
In the matter of the request of
AVISTA CORPORATION
for an order establishing compliance
with Chapter 80.08 RCW
Docket No.
ORDER
On September 20, 2005, Avista Corporation ("Applicant") filed its application before the Washington Utilities
and Transportation Commission in this matter for an order establishing that a proposed offering, issuance
and sale by the Applicant of up to $100,000,000 of secured or unsecured, fixed or floating rate bonds, notes
and other evidences of indebtedness, including, without limitation , assumption of any obligation or liability as
guarantor, indorser, surety or otherwise in respect to the securities of any other person, firm, corporation, or
affiliate of the Applicant, and any refunding, extension, renewal or replacement of any of the foregoing (the
Securities ) is in compliance with the requirements of Chapter 80.08 RCW.
Backaround
On September 20, 2005, the Applicant, filed an application with the Commission under the provisions of
Chapter 80.08 RCW for an order establishing compliance with the requirements of that statute in connection
with the Applicant's proposed offering, issuance and sale of Securities for purposes permitted by law, in
forms necessary or convenient to its operations, in a total amount of up to and including $100,000,000 and
for terms which will exceed 364 days.
The Applicant has filed certain information with the Commission as required under RCW 80.08.040 and has
requested the Commission to enter an order that the Applicant and the proposed offering, issuance and sale
of Securities by the Applicant is in compliance with the requirements of Chapter 80.08 RCW.
FINDINGS
THE COMMISSION FINDS:
1. The Applicant, Avista Corporation, a Washington corporation, is a public service company subject to the
jurisdiction of this Commission under the provisions of Chapter 80.08 RCW.
2. As to form, the application herein meets the requirements of Chapter 80.08 RCW and the rules and
regulations of the Commission adopted pursuant thereto.
3. The application in this Docket contains (a) a description of the purposes for which the proposed
Securities will be issued along with certification by an authorized officer that the proceeds from this
financing will be used for the purpose allowed by Chapter 80.08 RCW; (b) a description of the proposed
issuance, including the terms of financing; and (c) a statement as to why the proposed transactions are in
the public interest.
4. An order finding the application and the proposed offering, issuance and sale of Securities by the
Applicant is in compliance with the requirements of Chapter 80.08 RCW should be entered.
ORDER
THE COMMISSION ORDERS:
1. The application filed by Avista Corporation, and the proposed offering, issuance and sale of the
Securities by Avista Corporation as described in the application is in compliance with the requirements of
Chapter 80.08 RCW.
2. Avista Corporation shall file, as soon as available:
a. The Report of Securities Issued required by WAC 480-146-230.
b. Verified copies of any agreement entered into in connection with any transaction pursuant to this
order.
3. This order shall in no way affect the authority of this Commission over rates, service, accounts,
valuations, estimates or determination of costs, or any matters whatsoever that may come before it, nor
shall anything herein be construed as an acquiescence in any estimate or determination of costs, or any
valuation of property claimed or asserted.
DONE at Olympia, Washington, and effective this day of 2005.
WASHINGTON UTILITIES AND TRANSPORTATION COMMISSION
Carole Washburn
Secretary
Wherefore, the undersigned, an authorized agent of the Applicant, requests that the Washington Utilities
and Transportation Commission issue its order affirming that the applicant has complied with the
requirements of RCW 80.08.040.
The undersigned certifies, under penalties of perjury as provided in RCW 9A.72.085, that she has read
the foregoing application and knows the contents thereof and that the same are true to the best of her own
knowledge or belief.
Done at Spokane, Washington this 20th day of September, 2005.
VISTA CORPORATION
By: ~O~
Diane C. Thoren
Assistant Treasurer
Exhibit 0-
PROPOSED ORDER OF APPLICANT
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
In the Matter of the Application of
VISTA CORPORATION for an Order authorizing
the offering, issuance and sale of Securities
not to exceed $100 000 000
CASE NO.
ORDER NO.
On September 5, 2005, Avista Corporation (hereinafter called "Applicant") filed an Application with the
Idaho Public Utilities Commission for an Order authorizing the offering, issuance and sale by the
Applicant of up to $100,000,000 of secured or unsecured, fixed or floating rate bonds, notes and other
evidences of indebtedness, including, without limitation , assumption of any obligation or liability as
guarantor, indorser, surety or otherwise in respect to the securities of any other person, firm, corporation
or affiliate of the Applicant, and any refunding, extension , renewal or replacement of any of the foregoing
(the "Securities
The Commission, having fully considered the Application and exhibits attached thereto, and all of the
Commission s files and records pertaining to this Application, now makes the following Findings of Fact
and Conclusions of Law:
FINDINGS OF FACT
Avista Corporation is a Washington corporation qualified to do business within the State of Idaho. The
Applicant is a public utility engaged in the generation, purchase, transmission, distribution and sale of
electric energy and the purchase, distribution and sale of natural gas.
The Applicant proposes to receive authorization to offer, issue and sell certain secured or unsecured
bonds, notes and other evidences of indebtedness, including, without limitation, assumption of any
obligation or liability as guarantor, indorser, surety or otherwise in respect to the securities of any other
person , firm , corporation , or affiliate of the Applicant, and any refunding, extension, renewal or
replacement of any of the foregoing (the "Securities
The net proceeds will be used for (a) the improvement or maintenance of its service; (b) the discharge or
lawful refunding of its obligations; (c) the reimbursement of moneys actually expended for said purposes
from income or from other moneys in the treasury not secured by or obtained from the issue, assumption
or guarantee of securities; or (d) any other purpose approved by the commission or authorized by law.
No person has received or will be entitled to receive from the Applicant any fee (1) for services
connection with the consummation of the issuance and sale of the above-referenced securities , other
than fees for legal , accounting or similar professional or technical services, or (2) for services in securing
underwriters, sellers or purchasers of the securities.
CONCLUSIONS OF LAW
The Applicant is an electric corporation within the definition of Idaho Code 9 61-119 and a public
utility within the definition of Idaho Code 9 61-129.
The Idaho Public Utilities Commission has jurisdiction over this application pursuant to the
provisions of Idaho Code 9 61-901 et seq., and the Application reasonably conforms to Rules 141
through 150 of the Commission s Rules of Procedure (IDAPA 31.01.01.141-150).
The proposed offering, issuance and sale of the Securities is for a lawful purpose and are within
Applicant's corporate powers. The proposed transaction is in the public interest, and a formal hearing on
this matter would serve no public purpose.
All lawful fees have been paid by Applicant as provided by Idaho Code 9 61-905.
ORDER
IT IS THEREFORE ORDERED that Avista Corporation be, and the same hereby is, authorized to
offer issue and sell the Securities as described in the application.
IT IS FURTHER ORDERED that the Applicant is hereby authorized to issue the Securities in the
manner and for the purposes described in the application with continuing authority to refund, extend, renew
or replace the same without further order of the Commission , provided that the fees, interest rates and
expenses charged or incurred in connection with any transactions entered into under the authority of this
order, and any refunding, extension, renewal or replacement thereof, are competitive with then-existing
market prices for similar transactions.
IT IS FURTHER ORDERED that the foregoing authorization is without prejudice to the regulatory
authority of the Commission with respect to rates, utility capital structure, service, accounts, valuation
estimates or determination of costs 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
Applicant'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.
DONE by Order of the Idaho Public Utilities Commission at Boise, Idaho this
2005.
DENNIS S. HANSEN, PRESIDENT
MARSHA H. SMITH, COMMISSIONER
PAUL KJELLANDER , COMMISSIONER
ATTEST:
Myrna J. Walters
Commission Secretary
day of
WHEREFORE, the Applicant respectfully requests the Idaho Public Utilities Commission for an
Order authorizing Avista Corporation (hereinafter called "Applicant") to issue up to and including
$100,000,000 of the Securities.
Dated to Spokane, Washington , this 20th day of September, 2005.
VISTA CORPORATION
By ~~C-
Diane C. Thoren, Assistant Treasurer
STATE OF WASHINGTON
County of Spokane
Diane C. Thoren , being duly sworn , under penalty of perjury deposes and says: That she is
Assistant Treasurer of AVISTA CORPORATION; that she has read the foregoing application and knows
the contents thereof; and that the same is true of her own knowledge and belief, and as to those matters
she believes them to be true.
Diane C. Thoren, Assistant Treasurer
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SUBSCRIBED AND SWORN to before me th
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PROPOSED ORDER OF APPLICANT
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
In the Matter of the Application of
AVISTA CORPORATION for an Order authorizing
the offering, issuance and sale of Debt
Securities not to exceed $100 000 000
CASE NO.
ORDER NO.
On September 20, 2005, Avista Corporation (hereinafter called "Applicant") filed an Application with the
Idaho Public Utilities Commission for an Order authorizing the offering, issuance and sale by the Applicant
of up to $100,000,000 of secured, fixed or floating rate bonds, notes and other evidences of indebtedness
including, without limitation, any refunding, extension , renewal or replacement of any of the foregoing (the
Securities
The Commission, having fully considered the Application and exhibits attached thereto, and all of the
Commission s files and records pertaining to this Application, now makes the following Findings of Fact and
Conclusions of Law:
FINDINGS OF FACT
Applicant is a Washington corporation qualified to do business within the State of Idaho. The Applicant is a
public utility engaged in the generation, purchase, transmission, distribution and sale of electric energy and
the purchase, distribution and sale of natural gas.
The Applicant proposes to receive authorization to offer, issue and sell the Securities, including, without
limitation, any refunding, extension, renewal or replacement of any of the Securities.
The net proceeds will be used for (a) the improvement or maintenance of its service; (b) the discharge or
lawful refunding of its obligations; (c) the reimbursement of moneys actually expended for said purposes
from income or from other moneys in the treasury not secured by or obtained from the issue, assumption
or guarantee of securities; or (d) any other purpose approved by the commission or authorized by law.
No person has received or will be entitled to receive from the Applicant any fee (1) for services
connection with the consummation of the issuance and sale of the above-referenced securities, other than
fees for underwriting, private placement, legal, accounting or similar professional or technical services, or
(2) for services in securing underwriters, sellers or purchasers of the securities.
CONCLUSIONS OF LAW
The Commission finds that Applicant is a gas corporation within the definition of definition of Idaho
Code 9 61-117, an electric corporation within the definition of Idaho Code 9 61-119, and a public utility
within the definition of Idaho Code 9 61-129. Therefore, the Commission has jurisdiction over this
Application pursuant to the provisions of Idaho Code 9 61-901 et seq. The Commission further finds that
the Application reasonably conforms to Rules 141 through 150 of the Commission s Rules of Procedure
IDAPA 31.01.141-150.
The Commission finds that the proposed issuance is for a lawful purpose and is within Applicant'
corporate powers. However, this is only a general approval and is not a finding of fact or a conclusion of
law that the particular use to which these funds are to be put is approved by this Order. The issuance of an
Order authorizing the proposed issuance does not constitute agency determination/approval of the type of
financing or the related costs for ratemaking purposes. The Commission does not have before it for
determination in this case and, therefore, does not determine the effect of issuance on rates to be charged
by Applicant for gas or electric service to consumers in the State of Idaho. The Commission further finds
that the proposed transaction is in the public interest and a formal hearing on this matter would serve no
public purpose. Applicant has paid all lawful fees as provided by Idaho Code 9 61-905.
ORDER
IT IS HEREBY ORDERED that Applicant be, and the same hereby is, authorized to offer, issue
and sell up to and including $100,000,000 in debt securities, all as described in the Application filed on
September 20,2005.
IT IS FURTHER ORDERED that Applicant is hereby authorized to issue the Securities in the
manner and for the purposes described in the Application with continuing authority to refund, extend, renew
or replace the same without further order of the Commission provided that the fees, interest rates and
expenses charged or incurred in connection with any transactions entered into under the authority of this
Order, and any refunding, extension, renewal or replacement thereof, are competitive with market prices
for similar transactions.
IT IS FURTHER ORDERED that Applicant shall file the terms of the proposed issuance(s) of the
Securities and any subsequent changes to the terms with Staff upon issuance. This informational filing
should be made seven (7) days, or as soon as possible, prior to the issuance.
IT IS FURTHER ORDERED that Applicant shall file, as soon as they become available and update
when changes occur, the following:
(a) The "Report of Securities Issued"; and
(b) Verified copies of any Agreement entered into pursuant to this Order.
IT IS FURTHER ORDERED that the foregoing authorization is without prejudice to the regulatory
authority of the Commission with respect to rates, utility capital structure, service accounts, valuation
estimates for 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 payor 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 Applicant'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 (or in issues finally decided by this
Order) or in interlocutory Orders previously issued in this Case No. A VU- -may petition for reconsideration
within twenty-one (21) days of the service date of this Order with regard to any matter decided in this Order
or in interlocutory Orders previously issued in this Case No. A VU- - Within seven (7) days after any person
has petitioned for reconsideration, any other person may cross-petition for reconsideration. See Idaho
Code 9 61-626.
DONE by Order of the Idaho Public Utilities Commission at Boise, Idaho, this day of October
2005.
PAUK KJELLANDER, PRESIDENT
MARSHA H. SMITH , COMMISSIONER
DENNIS S. HANSEN, OMMISSIONER
ATTEST:
Jean D. Jewell
Commission Secretary