20181207final_order_no_34206.pdf

Office of the Secretary
Service Date
December 7,2018
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF AVISTA'S REQUEST )FOR AUTHORIZATION TO ISSUE )CASE NO.AVU-U-18-01
COMMON STOCK )
)ORDER NO.34206
On November 9,2018,Avista Corporation applied to the Commission for an Order
authorizing the Company to issue shares of its common stock if and when the merger between
Avista and Hydro One,currentlybefore the Commission in Case Nos.AVU-E-17-09 and AVU-
G-17-05,is approved.
THE APPLICATION
The Company is engaged in the generation,purchase,transmission,distribution,and
sale of electricity and natural gas in northernIdaho and parts of Oregon,Washington,and Montana.
With this Application,the Company seeks authorityto issue 10,000,000 shares of common stock,
contingent upon the approval of the Company's proposed merger with Hydro One in Case Nos.
AVU-E-17-09 and AVU-G-17-05.If the merger is approved,Avista will issue the shares to a US-
based holding company owned by Hydro One.
STAFF REVIEW AND RECOMMENDATION
Commission Staff reviewed the Application and recommended the Commission
approve the request,contingent upon approval of the merger.Staff confirmed Avista has at least
10,000,000 authorized but unissued shares of common stock.Staff noted that the issuance of
10,000,000 shares of common stock is a requirement of the Merger Agreement between Avista
and Hydro One ("Merger Agreement").
FINDINGS AND DISCUSSION
The Company is a Washington corporation that is qualified to do business in the State
of Idaho.The Company is an electric corporation as defined by Idaho Code §61-119,a gas
corporation as defined by Idaho Code §61-117,and a public utility as defined in Idaho Code §
61-129.The Commission has jurisdiction over this matter pursuant to Title 61 of the Idaho Code,
including without limitation Idaho Code §§61-501,and 61-901 through61-909.
ORDER NO.34206 1
Based on our review of the record,we find that the Company's Application reasonably
conforms to Rules 141 through 150 of the Commission's Rules of Procedure (IDAPA
31.01.01.141-.150),and that the Company has paid all fees required by Idaho Code §61-905.
We find that,if the merger in Case Nos.AVU-E-17-09 and AVU-G-17-05 is approved,
the Company's proposed issuance of securities would be for lawful purposes under Idaho Code §
61-901,within the Company's corporate powers,in the public interest,and that a formal hearing
on this matter would not be required.We find it reasonable to grant the Company's Application
pending approval of the merger in Case Nos.AVU-E-17-09 and AVU-G-17-05.Such contingent
approval will enable the Company to complete conditions of its merger as stated in Article II,
Section 2.l(a)of the Merger Agreement,should the merger be approved.
Our contingent approval of the issuance in no way affects our decision in Case Nos.
AVU-E-l7-09 and AVU-G-17-05.Further,this Order 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 the Company for service to Idaho consumers.
ORDER
IT IS HEREBY ORDERED that the Company's Application is granted pending
approval of the merger in AVU-E-17-09 and AVU-G-17-05.If the merger is approved,the
Company is authorized to issue 10,000,000 shares of its common stock in accordance with the
Merger Agreement.
IT IS FURTHER ORDERED that Avista shall file the followingwith the Commission
if and when they become available:
1.The "Report of Securities Issued"required by 18 C.F.R.§34.10;and
2.Verified copies of any agreement entered into in connection with the Company's
issuance of the shares not already contained in the record of Case Nos.AVU-E-17-
09 and AVU-G-17-05.
IT IS FURTHER ORDERED that unless and until the Commission approves the
merger in AVU-E-17-09 and AVU-G-17-05,the Commission's approval in this Order does not
take effect.
ORDER NO.34206 2
IT IS FURTHER ORDERED that issuance of this Order does not constitute acceptance
of the Company's exhibits or other material accompanying the Application for any purpose other
than the issuance of this Order.
IT IS FURTHER ORDERED that nothing in this Order and no provisions of Chapter
9,Title 61,Idaho Code,or any act or deed performed in connection with this Order 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 this Order.
IT IS FURTHER ORDERED that this authorization is without prejudice to the
Commission's regulatory authority regarding the merger,rates,service,accounts,valuation,
estimates or determination of costs,or any other matter which may come before the Commission
pursuant to its jurisdiction and authorityas provided by law.
THIS IS A FINAL ORDER.Any person interested in this Order (or in issues fmally
decided by this Order)may petition for reconsiderationwithin twenty-one (21)days of the service
date of this Order with regard to any matter decided in this Order or in interlocutoryOrders
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.34206 3
DONE by Order of the Idaho Public Utilities Commission at Boise,Idaho this
day of December 2018.
PAUL KJELLANDER,PRESIDENT
KRIS E RAPER,CO MISSIONER
ERIC ANDERSON,COMMISSIONER
ATTEST:
Diane M.Hanian
Commission Secretary
I:\Legal\MULTI-UTILITY\AVU-U-18-01\AVUUISOl_final order ej
ORDER NO.34206 4