20101123final_order_no_32120.pdf

Office of the Secretary
Service Date
November 23 2010
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE APPLICATION
OF A VISTA CORPORATION FOR AN
ORDER AUTHORIZING THE OFFERING,
ISSUANCE AND SALE OF SECURITIES
NOT TO EXCEED $150,000,000
ORDER NO. 32120
CASE NO. A VU-10-
On October 21 2010, Avista Corporation (Avista) filed an Application with the Idaho
Public Utilities Commission (Commission) requesting an Order authorizing the offering,
issuance and sale by Avista of up to $150 000 000 of secured fixed rate bonds (the Securities).
The Commission, having fully considered the Application and attached exhibits, and all records
pertaining to the Application, makes the following findings of fact and conclusions of law, and
enters this Order approving Avista s Application.
THE APPLICATION
Avista 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. Avista requests authority to refund, extend, renew or
replace the proposed securities to allow for the greatest flexibility in their use.
No person has received or will be entitled to receive from Avista any fee (1) for
services in connection with 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.
Avista is a Washington corporation qualified to do business in the State ofldaho.
FINDINGS OF FACT AND
CONCLUSIONS OF LAW
A vista 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.
A vista is a gas corporation within the definition of Idaho Code ~ 61-117, an electric corporation
ORDER NO. 32120
within the definition of Idaho Code ~ 61-119, and a public utility within the definition of Idaho
Code ~ 61-129.The Commission has jurisdiction over this Application pursuant to the
provisions of Idaho Code ~ 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
31.01.01.141-150.
The Commission finds that the proposed issuance is for a lawful purpose and is
within Avista s corporate powers. The proposed issuance and redemption of maturing debts
provide an opportunity for A vista to reduce borrowing costs and increase flexibility with future
refinance options. This debt authority, however, may not be used to fund stock dividends.
The Commission further finds that the proposed transaction is in the public interest
and a formal hearing on this matter is not required.
The Commission s approval of the issuance 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
or 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 A vista 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 is not required. A vista has paid all
lawful fees as provided by Idaho Code ~ 61-905.
ORDER
IT IS HEREBY ORDERED that Avista Corporation be, and the same hereby
authorized to offer, issue and sell up to and including $150 000 000 in Securities, all as described
in the Application filed on October 21 , 2010.
IT IS FURTHER ORDERED that Avista 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 the Order, and any refunding, extension, renewal or
replacement thereof, are competitive with market prices for similar transactions and the senior
ORDER NO. 32120
secured debt has investment grade ratings from at least two nationally recognized rating
agencIes.
IT IS FURTHER ORDERED that Avista 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 days, or as soon as possible, prior to the
Issuance.
IT IS FURTHER ORDERED that Avista shall file, as soon as they become available
and update if any 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
, 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 Avista 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-l 0-
02 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. 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. 32120
DONE by Order of the Idaho Public Utilities Commission at Boise, Idaho this ;2 3
rIl
day of November 2010.
ff
D. KEMPTO , P SIDENT
MARSHA H. SMITH, COMMISSIONER
~~~
MACK A. REDFORD, COMMISSIONER
ATTEST:
~fj.Je D. Jewell
Commission Secretary
O:A VU-IO-
ORDER NO. 32120