20180130final_order_no_33978.pdf

Office of the Secretary
Service Date
January 30,2018
BEFORE THE IDAIIO PTIBLIC UTILITIES COMMISSION
IN THE MATTER OF AVISTA
CORPORATION'S APPLICATION FOR
AUTHORITY TO OFFER,ISSUE, AND
SELL DEBT SECURITIES NOT TO
EXCEED $500,000,000.
cAsE NO. AVU-U-17-01
ORDER NO. 33978
On December 26,2017, Avista Corporation ("Avista" or the "Company") applied to
the Idaho Public Utilities Commission for an Order allowing it to offer, issue, and sell debt
securities of up to $500 million. Avista asked the Commission to issue an authorizing Order by
January 3O,2Ol8.l Commission Staff has reviewed the Application and recommended we approve
it. Based on our review of the record, we issue this Order approving the Application.
THE APPLICATION
Avista is a Washington corporation that is qualified to do business in the State of Idaho.
The Company generates, transmits, distributes, and sells electricity in northern Idaho and eastern
Washington, and western Montana. It also distributes and sells natural gas in eastern Washington,
northem Idaho, and central and southwest Oregon.
With this Application, Avista asked the Commission to authorize it to offer, issue, and
sell up to $500,000,000 of secured fixed or variable rate debt securities. The Company also
requested authority to refund, extend, renew, or replace the proposed debt securities without
further Commission approval. Avista stated it would use the net proceeds from the offer, issuance
or sale of this debt: (a) to construct, complete, extend, or improve its facilities; (b) to improve or
maintain its service; (c) to discharge or refund its obligations; (d) to reimburse money actually
expended for these purposes from income or other money in Avista's treasury not secured by or
obtained from the issue, assumption or guarantee of securities; or (e) for such other purposes as
permitted by law.
I Absent "good cause," the Commission must dispose of a securities application within 30 days." Idaho Code $ 6l-
904. Here, while the Company filed its Application on December 26,2017, the Company noted it was requesting that
the Commission issue its Order by January 30, 2018. See December27,20l'7 Letter from Avista's Director of Finance
to the Commission. Extending the statutory time for review allowed Staff more time to thoroughly examine Avista's
Application. We thus find good cause to continue the case beyond the statutory 30-day period.
oRDER NO. 33978
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The Company indicated that no person has received or would be entitled to receive any
fee: (1) for services connected with the securities' issuance and sale, 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 ofthe securities.
STAFF REVIEW
Staff recommended that the Commission approve Avista's proposal to issue up to
$500,000,000 in secured fixed or variable rate debt. Staff also recommended that the authority
under this initial approval be continuing, so Avista may refund, extend, renew, or replace the debt
securities without having to obtain further Commission authority.
, FINDINGS OF FACT AND CONCLUSIONS OF LAW
Avista is a Washington corporation that is qualified to do business in Idaho. The
Company 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 Company is a
gas co{poration within the definition of ldaho Code $ 6l-117, an electric corporation within the
definition of ldoho Code $ 61-119, and a public utility within the definition of ldaho Code $ 6l-
129. The Commission has jurisdiction over this Application under ldaho Code $ 61-901, et seq.
Avista's Application reasonably conforms to Rules 141 through 150 of the
Commission's Rules of Procedure (IDAPA 31.01.01 .141-150), and Avista has paid all fees
required by ldaho Code $ 61-905.
Based on its review of the record, the Commission finds the proposed issuance is for a
lawful pu{pose, is within Avista's corporate powers, and is compatible with the public interest.
The Commission thus finds it reasonable to approve the proposed securities issuance.
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. This Order
authorizing the proposed issuance does not constitute a Commission 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 thus does not determine, the effect of issuance on rates
to be charged by Avista for gas or electric service to consumers in the State of ldaho.
ORDER NO. 33978
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ORDER
IT IS HEREBY ORDERED that Avista's Application for authority to offer, issue, and
sell up to $500,000,000 in debt securities for the purposes and in the manner described in the
Application, is approved.
IT IS FURTHER ORDERED Avista may refund, extend, renew, or replace the
proposed debt securities authorized under this Order without further Commission approval, so long
as: (1) the fees, interests rates, and expenses charged or incurred in connectionwith transactions
under this Order, and any refund, extension, renewal or replacement thereof, are competitive with
market prices for similar transactions; and (2) Avista's senior secured debt maintains investment
grade ratings from at least two nationally recognized rating agencies.
IT IS FURTHER ORDERED that Avista shall file the terms of the proposed security
issuance(s), and any later changes to their terms, with Staff upon issuance. This informational
filing should be made within seven days, or as soon as possible, before the issuance.
IT IS FURTHER ORDERED that Avista shall file, as soon as they become available
and update if any changes occur: (a) the "Report of Securities Issued;" and (b) verified copies of
any agreement entered into pursuant to this Order.
IT IS FURTHER ORDERED that issuing this Order does not constitute acceptance of
Avista's exhibits or other material accompanying this Application for any purpose other than
issuing this Order.
IT IS FURTHER ORDERED that nothing in this Order or any act or deed performed
in connection with this Order shall be construed to obligate the State of Idaho to pay or guarantee
any security authorized, issued, assumed or guaranteed under this Order.
IT IS FURTHER ORDERED that this authorization is without prejudice to the
Commission's regulatory authority regarding rates, service, accounts, evaluation estimates or
determination of costs or any other maffer that may come before the Commission pursuant to its
jurisdiction and authority as provided by law.
THIS IS A FINAL ORDER. Any person interested in the Order (or in issues decided
by this Order) 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 and in this case. Within seven (7) days
after any person has petitioned for reconsideration, any other person may cross-petition for
reconsideration. See ldaho Code $$ 6l-626 and 62-619.
ORDER NO. 33978
J
?aQDONE by Order'of the Idaho Public Utilities Commission at Boise, Idaho this
day of January 2018.
PAUL KJELLANDER, PRESIDENT
k,n*i^^r. R^rn
KRrdE-rNE-rRApEn,ColiMlilsroNpn
/,4A
ERIC ANDERSON, COMMISSIONER
ATTEST:
Diane M. Hanian
Commission Secretary
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ORDER NO. 33978