20190307final_order_no_34267.pdf

Office of the Secretary
Service Date
March 7,2019
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF AVISTA )
CORPORATION'S APPLICATION TO )CASE NO.AVU-U-19-01
ISSUE UP TO 3,500,000 SHARES OF )
COMMON STOCK )ORDER NO.34267
On February l l,2019,Avista Corporation applied to the Idaho Public Utilities
Commission for an Order allowing Avista to issue up to 3,500,000 shares of common stock.The
Commission's Staff has reviewed the Application and recommend the Commission approve the
requested offering.
Based on our review of the record,we issue this Order approving the Application as
noted below.
BACKGROUND
Idaho Code §§61-901 through 61-909 govern the issuance of securities by public
utilities.In summary,"when authorized by order of the commission and not otherwise,[public
utilities]may issue stocks and stock certificates and may issue,assume or guarantee bonds or other
securities payable at periods of more than twelve (12)months after the date thereof...."Idaho
Code §61-901.The statutes permit utilities to issue securities for the following purposes:
Acquiring property;building,completing,extending,or improvingutility facilities;improving or
maintaining utility service;discharging or lawfully refunding utility obligations;reimbursing
money that the utility has expended to accomplish these purposes from income or other money in
the treasury that is not secured by or obtained from the issue,assumption or guarantee of securities;
and accomplishing any other Commission-approved purpose.Idaho Code §61-901.
To obtain the Commission's order,the utility must file an application and pay a
statutory fee.Idaho Code §§61-902 and -905.The Commission then must dispose of the
application within thirty days,absent an earlier finding of good cause to issue a later order.Idaho
Code §61-904.The Commission must grant the application unless it finds the proposed issuance
would be (1)inconsistent with the public interest;(2)unnecessary,inappropriate for,or
inconsistent with the applicant's proper performance of its service as a public utility;or (3)for an
impermissible purpose.Idaho Code §61-902.
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If the utility obtains the Commission's authorization to issue securities,then the utility
may issue the authorized securities for the limited purposes expressed in the statute or allowed by
the Commission.Idaho Code §61-901.
THE APPLICATION
Avista is a Washington corporation that is qualified to do business in the State of Idaho.
It is a public utility that provides electric and natural gas service to customers in northern Idaho,
eastern Washington,and central and southwest Oregon.
With this Application,Avista asks the Commission to authorize it to issue and sell up to
3,500,000 shares of authorized but unissued common stock through Avista's Periodic Offering
Program,direct sales,or underwritten transactions.Avista explains it would use the net proceeds
from the issuances to (1)improve or maintain its service;(2)discharge or lawfully refund its
obligations;(3)reimburse money expended for these purposes from income or from other money
in the treasury not secured by or obtained from the issue,assumption or guarantee of securities;or
(4)accomplish 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 flexibilityin their use.
Avista states that 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 securities,
besides 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.
STAFF REVIEW
Commission Staff reviewed Avista's Application.Based on that review,Staff
recommended the Commission allow Avista to issue and sell 3,500,000 shares of common stock,
as requested.Staff observed the proposed issuance and sale of common stock would not
significantly affect Avista's capital structure and would allow the Company to maintain its debt-
to-equityratio.Staff thus recommended the Commission approve the Application.
FINDINGS OF FACT AND CONCLUSIONS OF LAW
The Commission finds that Avista Corporation 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 corporation within the definition of Idaho Code §61-
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117,an electric corporation 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 under Idaho 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 Idaho Code §61-905.
The proposed issuance is for a lawful purpose,is within Avista's corporate powers,and
is compatible with the public interest.
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 Avista for gas or electric service to consumers in the State of
Idaho.
ORDER
IT IS HEREBY ORDERED that Avista's Applicationfor authority to issue and sell up
to 3,500,000 authorized but unissued shares of common stock is granted.
IT IS FURTHER ORDERED that Avista shall file the followingas 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 sales and issuances of common stock under this Order.
IT IS FURTHER ORDERED that Avista shall file the terms of the proposed issuances
of securities,and any subsequent change to the terms,with the Commission within seven days,or
as soon as possible,before the issuance occurs.
IT IS FURTHER ORDERED that the issuance of this Order does not constitute
acceptance of Avista's exhibits or other material accompanying this Application for any purpose
other than the issuance of 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
ORDER NO.34267 3
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 rates,service,accounts,evaluation 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 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 Idaho Code §§61-626 and 62-619.
DONE by Order of the Idaho Public Utilities Commission at Boise,Idaho this
day of March 2019.
PAUL KJEL A D R,PRESIDENT
KR TINE RAPER,OMMISSIONER
ERIC ANDERSON,COMMISSIONER
Diane Hanian
Commission Secretary
I:\Legal\MULTI-UTILITY\AVU-U-19-Ol\ORDERS\AVUUl901 kkdocx
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