20181116Application.pdf

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November 9, 2018
State of ldaho
Idaho Public Utilities Commission
Statehouse
Boise lD 83720
Avt- w- t8- o l
Attention: Diane Hanian, Secretary
Avista Corporation filed a securities application on November 9, 2018. ln that
application, the Company requested to receive an Order of Approval from the
Commission by December 9, 2018.
When complete, please send the executed copy of the Order of Approval to:
Patrice K. Gorton
Avista Corporation
1411 East Mission Avenue
Spokane WA 99202-2600
!f any questions arise or additional information is needed, please do not hesitate to
contact Karrie Wilson at 509-495-2345.
Si
Pat Gorton
Director of Finance
Enclosures
14ll East Mission Avenue
PO Box3727
Spokane, WA99220-3727
ln the Matter of the Application of )
AVISTA CORPORATION for an Order authorizing )
the offering and issuance 10,000,000 shares of )
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
RECEIVED
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CASE NO.A v U- LL-'l * Dl) ' . ,
Application is hereby madetothe ldaho Public Utilities Commission underthe provisionsof Section 61-
901 and 61-902, ldaho Code (Laws of 1951, Chapter 143) for an Order authorizing the offering and
issuance by Avista Corporation (hereinafter called "Applicant") of up to 10,000,000 authorized but
unissued shares of its Common Stock per Article ll Section 2.1(a) of the Agreement and Plan of Merger
between Hydro One Ltd and the Applicant. This approval is contingent on the pending merger in Case
No. AVU-E-17-09 and AVU-G-17-05.
The following information and specific exhibits are furnished in support thereof:
(a) Name and address of principal business office:
Avista Corporation
1411 East Mission Avenue
Spokane WA 99202-2600
Name of representative for service:
Mark Thies, Senior Vice President, CFO, and Treasurer
(b) State and date of incorporation:
lncorporated Washington Territory (now the State of Washington) on March 15, 1889. The term of
incorporation is perpetual.
States in which oualified to do business:
Washington, ldaho, Montana, and Oregon
(c) General description of business. propertv. and territory served:
The Applicant is a public utility which owns and operates property in Eastern Washington, Northern
ldaho, Western Montana, and Centraland Southwest Oregon.
The Applicant is engaged in the generation, transmission, distribution, and sale of electric energy,
which it sells at retailto approximately 383,000 residential, commercial, and industrialcustomers in
Eastern Washington and Northern ldaho, and at wholesale to public utilities, municipalities and
others as of September 30, 2018. lts 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.
The Applicant is also engaged in the distribution and sale of natural gas to approximately 349,000
residential, commercial and industrial customers in Eastern Washington, Northern ldaho, and
Central & Southwest Oregon as of September 30, 2018.
(d) Descriotion of securities, indebtedness or liabilities:
Pursuant to Rule 142 ol the Rules of Practice and Procedure, the Applicant hereby Files the
application filed with the Washington Utilities and Transportation Commission as Exhibit "D-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 141.08 of the Rules of Practice and
Procedure of the ldaho Public Utilities Commission that are in general circulation in Applicant's
service area.
(2)Attached Exhibits:
Exhibit D-1 Copy of Washington Application
Exhibit D-2 Form of ldaho Order
BEFORE THE
WASH I NGTON UTI L]TI ES AND TRANSPORTATION COMMISSION
ln the matter of the request of ) Amended Application
AVTSTA CORPORATION )
for an order establishing compliance ) Docket No.
with Chaoter 80.08.040 RCI/V )
Avlsta Corporation (hereinafter called "Applicanfl) hereby requests the Washington Utilities and
Transportation Commission to enter a written order establishing that tile proposed issuance by the
Applicant of up to 10,000,000 authorized but unissued shares of its Common Stock per Article ll Section
2.1(a) of the Agreement and Plan of Merger Agreement between Hydro One Ltd (US Parent) and Avista
Corporation is in compliance with the requirements of Chapter 80.08 RCW. The requested authority is
contingent upon the approval of the merger in Docket U-170970.
The following information is fumished in support of $is application, in accordanc,e with the requirements of
RCW 80.08.040:
(1) A Descdptlon of the Purposes for Which the lssuance i* tlade, lncluding a Certification By an
Offlcer Authorlzed To Do So That the Prccseds From Any Such Securlties Are For One Or tols
of tha Purposor Allowed By Chaptor 80.08 RCW.
The Applicant proposed to issue up to 10,000,000 shares of authorized but unissued Common Stock of
which the Applicant plans to issue to the US Parent or as directed by the US Parent.
Article ll, Section 2.1(a) of the Agreement and Plan of Merger states, 'The shares will be issued in
consideration for the US Parent paying or causing to be paid the Merger Consideration.'
The undersigned certifies that he has read the foregoing information with respect to the proposed use
of funds and knows the contents thereof and that the same are true to the best of his orrvn knowledge
or belief.
Done at Spokane, Washington this gm day of November, 2018.
Mank Thies
SeniorVice President, CFO, and
Treasurer
(2) A Description of the Propoeed lesuance lncluding the Terms of Financing.
See Section (1)
(3) Staiemant As To Why The Transaction ls ln the Public lnlerert
This hansaction falls within the stated purpose, is neoessary to effectuate the merger transaction and is
in the public interest because the merger transaction to which this application relates provides benefits
to customers as described in U-170970. As a result of the merger Avista will be retiring and canc.eling all
currently issued shares. Hydro One will need to hold new shares as a shareholder" Once the merger is
effectuated Avista will issue the shares to Hydro One. This authority in place at the time of closing ls
necessary.
By:
(4) Text of a Draft Order Granting Applicent's Raquect for an Order.
BEFORE THE WASHINGTON STATE
UTILITIES AND TRANSPORTATION COiiMISSION
ln the Matter of the Application of
AVISTA CORPORATION dbA AVISTA
UTILTTIES,
Petitioner,
For an Order Establishing Compliance with
the Provisions of RCW 80.08.040, with
Respect to its Proposal to issue up to
10,000,000 shares of Common Stock.
DOCKET U-XXXXXX
ORDER 01
ORDER ESTABLISHING COMPLIANCE
WITH RCW 80.08.040, REI.ATING TO
SECURITIES ISSUANCE
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BACKGROUl{D
On November 9th, 2018, the Applicant, filed an application with the Commission for an order establishing
compliance under the provisions of Chapter 80.08.040 RCW, contingent upon the approval of the merger
transaction in Docket U-170970. ln its application, the Appllcant's proposed issuance of Common Stock, for
purposes permitted by law in a total amount of up to and including 10,000,000 authorized but unissued shares
of Comrnon Stock.
According to Avista's application and supporting documents, the proceeds of tha financing are for one or more
of the purposes allowed by RCW 80.08.030.
FIITIDINGS AND CONC LUBION$
1. The Washington Utilities and Transportation Commission is an agency of the $tate of Washington
vested by statute with the authority to regulate the rates, rules, regulations, practices, accounts,
securities, transfers of property and affiliated interests of pubtic service companies, including electric
and naturalgas companies. RCW80.U.UA, RCW 8A.04, RCW 80.08, RCW 80-12, RCW 8A.16 and
RCW 80.28.
2. The Applicant, Avista Corporation, a Washington corporation, is a public service company subiect to thejurisdiction of this Commission under the provisions of Chapter 80.08 RCW.
3. The application AviEta filed meets the requiremants of RCW 8A.Og wFrieh concern the issuance of
securities by public service companies
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
ueed forthe purpose allowed by Chapter80.08 RC[f; (b] a description of the proposed issuance, including
the terms of financing; and (ci a statement as to why the proposed hansactions are in the public interest.
4. An order finding the application and the proposed issuance of Common Stock by the Applicant is in
compliance with the requirements of Chapter 80.08 RCW should be entered.
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ORDER
THE COMiIISSION ORDERS:
1. The application filed by Avista Corporation, and the proposed issuance of Common Stock by Avista
Corporation as described in the application is in compliance with the requirernents of Chapter 80.08 RCW.
2. Avista Corporation is directed to file a Report of Securities lssued as required by WAC 480-110-565.
Avista Corporation is also required to flle verifred copies of any agreement entered into in connection with
any transaction pursuant to this Order. Finally, Avista Corporation shall file a verified statement setting
forth in reasonable detail the disposltion of the proceeds of each offering made pursuant to this Order.
This Order shall in no way affect the authority of the Commission over rates, services, accounts, valuations,
estimates, or determination of costs, or any matters that may come before it, or otherwise limit the discretion
of the commission to approve the merger in Docket NO. u-170970, with or without conditions, or to reject it.
Nor shall anything in this Order be construed as an agreement to any estimate or determination of costs, or
any valuation of property claimed or asserted.
DONE at Olympia, Washington, and effective this 9th day of November 2018
WASHINGTON UTI L]TI ES ANCI TRANSPORTATION COMMI SSION
Mark Johnson, Executive Secretary
Avietia, having provided herewlth all information and statements required by RCW 80.08.030, WAC 480-
100-242 (1)-(4)and WAC 480-90-242 (1)-(41, respectfully request an order affirming compliance with such
requirements as part of this planned securities transaction.
Done at Spokane, Washingbn this 9tt day of Novernber, 2018.
AVISTA CORPORATION
By:
Senior Vice President, CFO, and
Treasurer
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Exhibit D-2
PROPOSED ORDER OF APPLICANT
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE i'IATTER OF THE APPLICATION OF
AVISTA CORPORATION FOR AN ORDER
AUTHORIZING THE ISSUANCE
OF lO,OOO,OOO SHARES OF COMMON
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)GASE NO.
ORDER NO.
On November 9, 2018, Avista Corporation (Avista) filed an Application with the ldaho Public
Utilities Commission (Commission) requesting an Order authorizing the offering and issuance by Avista of
up to 10,000,000 shares of Common Stock. The Commission, having fully considered the Application and
exhibits attached thereto, and all of the Commission's files and records pertaining to the Application, makes
the following findings of fact and conclusions of law, and enters this Order approving Avista's Application
contingent upon the approval of the merger transaction in case No.(s) AVU-E-17-09 and AVU-G-17-05.
THE APPLICATION
Avista proposes to receive authorization to issue up to 10,000,000 shares of authorized but
unissued Common Stock as consideration for Hydro One Ltd (US Parent) paying or causing to be paid
Merger Consideration. As a result of the merger Avista will be retiring and canceling all (?) currently issued
and outstanding shares. Hydro One will need to hold new shares as a shareholder. Once the merger is
effectuated Avista will issue the shares to Hydro One. This authority in place at the time of closing is
necessary.
No person has received or will be entitled to receive from Avista any fee (1) for services in
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. Avista is a Washington
corporation qualified to do business in the State of ldaho.
FINDINGS OF FACT AND
CONGLUSIONS OF LAW
Avista 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. Avista is a gas corporation within the
definition of ldaho Code $ 61-117, an electric corporation within the definition ol ldaho Code $ 61-1 19, and
a public utility within the definition of ldaho Code $ 61-129. The Commission has jurisdiction over this
Application pursuant to the provisions of ldaho Code S 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,
TDAPA 31 .01.01 .',t41-150.
The Commission finds that the proposed issuance is for a lawful purpose and is within Avista's
corporate powers.
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/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 Avista for gas or electric service to consumers in the State of ldaho. The Commission further finds that
the proposed transaction is in the public interest and a formal hearing on this matter is not required. Avista
has paid all lawful fees as provided by ldaho Code $ 61-905.
ORDER
lT lS HEREBY ORDERED that Avista Corporation, as of November 9, 2018, is hereby authorized
to offer and issue 10,000,000 shares of authorized but unissued Common Stock.
lT lS FURTHER ORDERED that Avista is hereby authorized to issue the Securities in the manner
and for the purposes described in the Application, lT lS 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 (7) days, or as soon as possible, prior to the
lssuance.
lT lS 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 lssued," and
(b) Verified copies of any Agreement entered into pursuant to this Order.
lT lS 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. The order shall only become effective upon this
Commission's approvalof the merger in Case No.(s)AVU-E-17-09 and AVU-G-17-05.
lT lS FURTHER ORDERED that nothing in this Order and no provisions of Chapter 9, Title 61,
ldaho Code, or any act or deed done or performed in connection therewith shall be construed to obligate
the State of ldaho to pay or guarantee in any manner whatsoever any security authorized, issued,
assumed or guaranteed under the provisions of Chapter 9, Title 61 ldaho Code.
lT lS 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 lS 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 ldaho Code $
61-626.
2018.
DONE by Order of the ldaho Public Utilities Commission at Boise, ldaho this XXth day of MONTH,
, COMMISSIONER
, COMMISSIONER
COMMISSIONER
Commission Secretary
ATTEST:
WHEREFORE, the Applicant respectfully requests the ldaho Public Utilities Commission for an Order
authorizing Avista Corporation (hereinafter called "Applicant") to issue up to 10,000,000 authorized but
unissued shares of its Common Stock, effective November 9, 2018.
Dated to Spokane, Washington, this 9th day of November 2018.
AVISTA CORPORATION
Mark Thies
Senior Vice President, CFO, and Treasurer
STATE OF WASHINGTON
County of Spokane
l, Mark Thies, being duly sworn, under penalty of perjury deposes and says: That he is Treasurer
of AVISTA CORPORATION; that he 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 he believes them to
be true.
rk Thies
Senior Vice President, CFO, and Treasurer
SUBSCRIBED AND SWORN tO bEfOrE MC this
9th day of November,2018.
Notary Public for Washington
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