20190211Application.pdf

AF;rtsra
1411 East Mission Avenue
PO Box3727
Spokane, WA99220-3727
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February 9,2019
State of ldaho
ldaho Public Utilities Commission
Statehouse
Boise lD 83720
Avtt-tr-- I%o I
Attention: Diane Hanian, Secretary
Avista Corporation filed a securities application on February 9, 2019. ln that
application, the Company requested to receive an Order of Approval from the
Commission by March 11,2019.
When complete, please send the executed copy of the Order of Approval to:
Jason E. Lang
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.
Sincerely,
.!
Enclosures
Jason Lang
Director of Finance
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
ln the Matter of the Application of )
AVISTA CORPORATION for an Order authorizing )
the issuance and sale of )
uo to 3.500,000 shares of Common Stock )
CASE NO Ayx- tt- t o,
Application is hereby made to the ldaho Public Utilities Commission under the provisions of Section 61-
901 and 61-902, ldaho Code (Laws of 1951, Chapter 143) for an Order authorizing the proposed offering,
issuance and sale by the Applicant of up to 3,500,000 authorized but unissued shares of its Common
Stock, from time to time, utilizing the periodic offering program.
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 reoresentative for service:
Mark Thies, Senior Vice President, CFO, and Treasurer
(b) State and date of incorooration:
lncorporated 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, ldaho, Montana, and Oregon
(c) General descriotion of business, prooertv, and territorv served:
The Applicant is a public utility which owns and operates property in Eastern Washington, Northern
ldaho, Western Montana, Central & 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 industrial customers 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) Description 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
Exhibit D-1
[insert form of Washington application]
Exhibit D-2
PROPOSED ORDER OF APPLICANT
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE APPLICATION OF
AVISTA CORPORATION FOR AN ORDER
AUTHORIZING THE ISSUANCE
OF 3,5OO,OOO SHARES OF COMMON )
CASE NO.
ORDER NO
On February 8, 2019, 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
3,500,000 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.
THE APPLICATION
Avista proposes to receive authorization to offer, issue and sell up to 3,500,000 shares of
authorized but unissued Common Stock through its Periodic Offering Plan. 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 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
CONCLUSIONS 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 ot ldaho Code $ 61-117 , an electric corporation within the definition of ldaho Code $ 61-1 1 9, and
a public utilig within the definition ol 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,
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 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 February 8, 2019, is hereby authorized to
offer and issue 3,500,000 shares of authorized but unissued Common Stock through its Periodic Offering
Program.
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.
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 $
61626.
DONE by Order of the ldaho Public Utilities Commission at Boise, ldaho this day of MONTH,
2018.
COMMISSIONER
, COMMISSIONER
, COMMISSIONER
ATTEST
Commission Secretary
WHEREFORE, the Applicant respectfully requests the ldaho Public Utilities Commission for an Order
authorizing Avista Corporation (hereinafter called "Applicant") to issue up to 3,500,000 authorized but
unissued shares of its Common Stock, effective February 8, 2019.
Dated to Spokane, Washington, this 8th day of February 2019.
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.
Mark Thies
Senior Vice President, CFO, and Treasurer
SUBSCRIBED AND SWORN to before me this
8th day of February 2019.
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110TAR)z
Notary Public for Washington PUBLIC
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BEFORE THE
WASI.II NGTO N UTI LITI E$ AND TRANSPORTATION COMMI S$ION
ln the matterof the request of ) nmended Application
AVTSTA CORPORATION )
for an order establishing compliance ) Docket No.
with Chaotsr80,00,040 RCW )
Avista Corporation {hereinafler called "Applicanf) hereby requesB the Washingbn Utilises and
Transportation Comrnission to enter a written order establlshing the proposed offering, is$uance and sale
by the Applicant of up to 3,500,000 authorized but unlssued shares of iS Common Stock, from time to time,
utilizing one or more potential methods to issue shares through, but not limited b, perMic ofiering
programs, direct sales or undenrritten transactions in cornpliance wtth the requircments of Chapter 80.08
RCW. The requested authority is in addition to the authority prevlously granted by the Washington Utilities
and Transportation Commission for the offering, issuance and sale of Common Sbck under Order No. 01,
entered October 13, 3011, in Docket No. U-111176, of whic*r 1,080,199 shares remain authorized but
unissued through the Company's periodic effiaring prograrn.
The following information is furnished ln support of this application, in accordance with the requirements of
RCW 80.08.040:
(1) A Descrlptlon of the PurPoe forlUlrtch the letuence k ilda,lncludlng a Csrtlficetlon By an
Officer Authortred To llo 3o That the ftocoede From Any $uch Secudtlsr Arc For Ono Or tolr
of the Purposos Allowod By Chapter80.08 RCW.
The Applicent will use the proceeds frorn the proposed offerings, lssuance and sale of Common Stock
for one or more of the following purposes: (a) The acquidton of property, or the consfuction, completion,
extengion, or improvement of lts facilities, or (b) the improvement or maintenance of service, or (c) the
issuance of stock dividends, or (d) the discharge or refunding of its obligatons, or (e) the raimbursement
of moneys actually expended from income or from &e treasury of the Applicant to the e:dent permised
by RCW 80.08.030, or (f) for other purpo*s permithd by law.
The undersigned certifies that she has read the foregoing infcrmation with respect to the proposed us€
of funds and knows the contents thereof and that the same are true to the best of her own knourbdge
or belief.
Done at Spokane, Washington this 6e day of February 2019.
Mark Thles
Senior Vice
Trsasurer
President, CFO, and
(2) A llescription of the Prcpoeed lseuence lncludlng tha Tarms of Financlng.
The Applicant proposed to issue up to 3,500,000 shares of authorizsd but unissued Common $tock of
which the Company plans to sell through periodic offering programs, direct sales or underwritten
transactions.
Periodic Offeing Prognm :
The Applicant proposes that Common Stock issued could be sold under Periodic Ofbring Programs,
where the price per share to be paid to the Applicant shall bE at or baeed upon market prices prevalling
at the time of sale; provided, however, that fte price per share to be paid to the Applicant (before any
commission to be paid to agents) shall not be less than an amount equal to the laEt sale price at which
By:
the Applicant's Common Stock was quoted or the record of composite quotations reported by The Wall
Street Joumal (the.Reported Last Sale Price") on the business day immediately preceding the day such
price is dotermined minue $0,25: and provided, fudher, that such price per share (after any cornmission
paid t'r agents) shall not be less than 10006 of the book value per share of the Company's Common
Stock as of the lasl day of the most recent calendar quarter.
Dircct SaIes:
ln any direct *aho, the Applicant proFo€$s h issue the Comrnon Stock from time to time in one or more
direct sal€s spacifically negotiated with purchasers interestsd in larger bbcks of Common Stock.
U ndwwritte n lransacfbns:
ln any undemrritEn transaction, one or more undenrriters will assist Afplicant with the markoting and
distribution of shares of Common Stock pursuant to an arailgement under which the shares would be
sold in one or more methods of offering determined by such underwriter{s), all in acoordanca with the
terms of an undenrriting agreement Such methods could include ordinary brokerage kansactions, block
transactions in amrdance with the rules of the New York Shrck Exchange, offerings ofi the floor of such
exchange, any combination of such methods or any other msthod de&rmined by such undenrrite(s)
with th6 approval of the appropriate Offtcers of the Applicant" The underwriter{s) selected by the
Applicantwill have experience in mart<eting securities similarto the Cornmon Stock, are expected to be
familiar with the Applicant and the Applicant's long-term financing goals. The underwriter(s) will assist
the Applicant in evaluating market conditione and in formulating the terms and timing of any issuances.
(3) Stetomant As To Why Tha Trensactlon le ln the Public lntcrGst.
The requested authority allows the Applicant (i) to maintain and/or improve its debt to equity ratio
over time by issuing additional Common Sbck under periodic offering prqrams, and direct sales or
underwritten transactions. Tha requested authoilty also allows the Applicant additional flexibility in
managing its funds. Acmrdingly, Appllcant believes the requested authorig is consistentrvith the public
interest and necessary or appropriate for or consistent with the proper performance by the Applicant of
servhe as a public utitity.
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(4) TGxt of a Draft Order Grantlng Applicant's Request for an Order.
BEFORE THE WASHIIITGTON STATE
UTILITIES AND TRAiISPORTATIOITI COTIiISSION
ln the Matter of the Application of
AVISTA CORPORATION dbA AVISTA
UTILITIES,
Fetitioner,
For an Order Establishing Compliance with
the Provisions of RCW 80.08.040, wi$t
Respect to its Propoeal to issue and sell up
to 3,500,000 shares of Common Stock.
DOCKET U-XXXXXX
ORDER 01
ORDER ESTABLISHING COMPLIANCE
I'I'ITH RCW8O.O8.O{0, RELATING TO
SECURITIES ISSUANCE
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BACKGROUHD
On February 8, 2019, the Applicant, filed an application with the Commission fsr an order establishing
compliance under the provisions of Chapter 80.08.040 R61Af. ln its application, the Applicants proposed
offering, issuance and sale of Gommon Stock, from time to time, for purpoees permitted by law, in hnns
neoessary or convenient to its operations, in a total amount of up to and including 3,500,000 authorized but
unissued shares of Cornmon Stock through its Periodic Offering Program.
According to Avista's application and supporting documentE, the proceeds of the financing are for one or more
of the purposes allowed by RCW 80.08.030.
FINDINGS AND CONCLUSIONS
1. The Waehington Utilities and Transportation Commission is an agency of the State of Washingbn
vested by statute \flith th6 authority to regulate the rates, rules, regulations, practices, a@ounts,
securities, transfers of property and affiliated interesE of publlc service companies, including electric
and naturalgas companies. RCW80.01.UA, RCW 80.M, RCW 80.08, RCW 80.12, RCW 84.16 and
RCW 80.28.
2. The Applicant, Avista Corporation, a Washington corporation, is a public service company subiec{ to the
jurisdiction of this Commission under tho provisions of Chapter 80.08 RCW.
3. The application Avista filed meets the requiremente of RCW 80.08 wttich concem the issuance of
securities by public service companies.
3. The applieation in this Docket contains (a) a descrtption of the purposes for which the prcposed securities
will be issued along with certiflcation by an authorieed officerthat the proceedE from thb financing will be
used for the purpose alloritted by Chapter 80.08 RGW: (b) a description of the proposed issuanca, including
the terms of financing; and (c) a statement as to why the proposed tranractione Ere in me public interest.
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4. An order finding the applbation and the proposerl ofbdng, issuance and sala of Common Stock by the
Applicant is in compliance with the requirement of Chapter 80.08 RCW should be entered.
ORDER
THE COitlilISSION ORDERS:
1. The application flled by Avista Corporatbn and the propoeed offering, issuance and sale of 3,500,000
shares of Common Stock by Avista Corporation as described in the application is in compliance with the
requirements of Chapter 80.08 RCW.
2. Avista Corporation is directed to file a Report of Securities lseued as requircd by WAC 480-110-565.
Avista Corporation is also rcquired tro file verified copies of any agreernant entered into in connection wilh
any transaction pursuant to thls Order. Finally, Avista Corporation shallfile a verified siatement setting
forth in reasonable detail the disposition of the proceeds of each offering made pursuant to thiE Order.
This Order shall in no way affect the authority of the Commission over rates, gorvices, accounts, valuations,
ogtimatss, or determination of costs, or sny matters that rnay come before it Nor shall anything in this Order
be construed as en agreement to any estimate or determination of costs, or any valuation of property claimed
or asserted.
DONE at Olympia, Washington, and efhctive this day of February 2019.
WASHINGTON UTI LITI ES AND TRANSPORTATION COMMI SSION
Mark Johnson, Executive Secretary
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Avista, having provided herewith all information and statemenB requircd by RCW 80.08.030, WAC 480-
'100-242 (1)-(4)and WAC 480-9&242 (1)-(4), respacttuIly requeet an order afftrming compliance with such
requiremenB as part of this planned securities transacUon.
Done at Spokane, Washington this 8s day of February, 2019.
AVISTA CORPORATION
By:
Senior VIce President, CFO, and
Treasurer
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