20210408Application.pdf

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Apnl 8,2021
State of ldaho
ldaho Public Utilities Commission
Statehouse
Boise !D 83720
Attention: Jan Noriyuki, Secretiary
Transmitted herewith is one executed copy of an application for approval of an order
authorizing security issuance.
The Company requests to receive an Order of Approval from the Commission by
May 8h, 2021. When complete, please send the executed copy of the Order of
Approvalto:
Mr. Jason Lang, Director of Finance
Avista Corporation
1411 East Mission Avenue
Spokane WA 99202-2600
jason. [e-mail]
lf any questions arise or additional information is needed, please do not hesitate to
contact Karrie Wilson, 509-495-2345.
Sincerely,
Jason E. Lang
Director of Finance, Risk and Assistant Treasurer
Enclosures
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 3.000.000 shares of Common Stock )
CASE NO.4vr,r,- r,r,- 2l-0 1-
Application is hereby made to the ldaho Public Utilities Commission (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 3,000,000 authorized but unissued shares
of its Common Stock. The requested authority is in addition to the previously granted by the Commission
forthe issuance and sale of Common Stock in Order No. 3y'.267 in Case No. AVU-U-19-01 entered March
7,2019 under which 1 ,265,61 1 shares remain authorized but unissued.
The following information and specific exhibits are fumished in support thereof:
(a) Name and address of orincioal business office:
Avista Corporation
141'l East Mission Avenue
Spokane WA 99202-2600
Name of reoresentative for service:
Jason E. Lang, Assistant Treasurer
Avista Corporation
1411 East Mission Avenue, MSC-7
Spokane, Washington 99202-2600
Phone: [phone]
Email: [e-mail]
Em ail : [e-mail]
(b) State and date of incorooration:
lncorporated Washington Tenitory (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 descriotion of business. orooertv. and tenitorv served:
The Applicant is a public utility which owns and operates property in Northem ldaho, Eastem
Washington, Centraland Southwest Oregon and Westem Montana.
The Applicant is engaged in the generation, transmission, distribution and sale of electric energy, which
it sells at retail to approximately 400,000 residential, commercial, and industrial customers in Northern
ldaho, Eastem Washington, and Westem Montana, and at wholesale to public utilities, municipalities
and others. 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 govemmental agencies.
The Applicant is also engaged in the distribution and sale of natural gas to approximately 367,000
residential, commercialand industrialcustomers in Northem ldaho, Eastem Washington and Centraland
Southwest Oregon.
(O Descridlon of seorrites. indebtedness or tiatitilles:
Pursuant to IDAPA Sf.Ot.Ot Rute tfZ ottne nutes of Precllco and Proccdure, the Applitznt hereby
Files the application fled wtth the Waslrlrqiton lltiliUes and Tnansportdion Commisslon as ExhiHt
'81' In lieu of the apflication requlrcd by Rule 141 . Appllcant fuilher states thal:
(1) Applicem has puUished or will havr puyislred withln seven days of !h9 date of fillng this
epprcamn s notics in thms newspapirs lided in Rute l{1.08 of the Rules of Pradioe and
Procedure of the ldaho Publlc Utflitles'Commisslon thst Brs in general clrtrtldion in Appllcant's
sewioo arBe.
(2) Atadred Edrltits:
E<hiHt D'l Copy of Washington Apflicaton
Elthibil D.2 Form of ldaho Order
VIJ}IEREFORE, ths App[csnt ]Bspecttuly requesils the ldeho Public t tililies Coflfltission for an Order
authorizing Avista Corporetion (hercinefier called'Applbanf) to issue up to 3,000,000 authodzed but
unissued shares of its Common $ock,(zucNr sheres belng ln eddition lo 3,5(Xl,(X[ shares prwlously
authorized bytho Commission on Oder No. 311267, in Case No. Avt.Ltr-l9{l entered Mstch 7,2019,
underwhiclr 1,205811 strares remaan authorized hrt rmissued, foratold o,4,265,611 addilional
shams).
Dated to Spolane. Washirgilon, this 7t' day of Apdl 2021.
AVISTA @RPORANON
MartT. Thies
Elteoilve Vrce Presklent. CFO, and Treasurer
STATE OFWASHINGTON
County of Spokane
Mart T. Thies, being duly srvom. under penatly of pefury deposes and says: That he ls Executlve
Mce hesldent, CFO and Treasurerof AVISTA@RPORATION:IhaIhehasreadtheforegoing application
and knows the conterils thereof: erd that the same ls true to the bed of his own knowledge and belief.
Mark T. Thles
Executfue Mce PresHent, CFO, and Treasurer
SUBSCRIBEO AND S1IVORN IO
t oay ot Aat, L2o21.
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RAEAN CORNELL
ilotery PuUlc
SE€ ot Washmghn
My Agpdnfnent Erpt ss
Jan30.N72Notary Public for Washington
Exhibit D-1
BEFORE THE
WASHINGTON UTILITIES AND TRANSPORTATION COMMISSION
ln the Matter of the Application of
AVISTA CORPORATION
for an order establishing compliance
with RCW 80.08.040 with respect to Proposed
lssuance of up to 3,000,000 additional
shares of common stock )
Avista Corporation (hereinafier called 'Applicant') hereby requests the Washington Utilities and
Transportation Commission to enter a written order authorizing the Applicant to issue and sell up to
3,000,000 authorized but unissued shares of its Common Stock, from time to time, utilizing one or more
potential methods to issue shares including, but not limited to, a periodic offering program, direct sales or
underwritten transactions in, all for purposes permitted by and under the authority of RCW 80.08, and
confirming compliance with the requirements of RCW 80.08.030. The requested authority is in addition to
the authority previously granted by the Washington Utilities and Transportation Commission for the offering,
issuance and sale of Common Stock under Order No. 01, entered March 28,2019, in Docket No. U-190090,
of which 1,265,61 1 shares remain authorized but unissued.
The following information is furnished in support of this application, in accordance with the requirements of
RCW 80.08.040:
(1) A Description of the Purposes for Which the lssuance is Made, lncluding a Certification By an
Officer Authorized To Do So That the Proceeds From Any Such Securities Are For One Or More
of the Purposes Allowed By Ghapter 80.08 RCW.
The Applicant will use the proceeds from the proposed offering issuance and sale of Common Stock for
one or more of the following purposes:(a) investments in the Applicant's utility plant facilities to enhance
service and system reliability, to replace aging infrastructure, and, generally, for the acquisition of
property or the construction, completion, extension or improvement of its utility facilities, and
improvement or maintenance of its utility service, all as contemplated in its then-cunent integrated
resource plan as filed with the Commission, (b) the retirement of maturing long-term debt, the repayment
of short-term debt and the discharge or refunding of other obligations, (c) the reimbursement of moneys
actually expended from income or from any other moneys in the treasury of the Applicant for any of the
purposes described in (a) and/or (b) above (to the extent permitted by RCW 80.08.030), (d) and or such
other purposes as may be permitted by law.
The purposes described in the preceding paragraph are allowed by RCW 80.08.030.
(2) A Description of the Proposed lssuance Including the Terms of Financing.
The Applicant proposes to issue up to 3,000,000 shares of authorized but unissued Common Stock of
which the Company plans to offer and sell through its Periodic Offering Program, direct sales or
underwritten transactions (such shares being in addition to 1,265,611 shares previously authorized by
the Commission in Order No. 01., entered March 28,2019 in Docket No. U-190090, that remain
unissued, for a total ol 4,265,6'11 additional shares).
Peri od i c Offeri ng Progra m :
The Applicant proposes that Common Stock issued could be sold under its Periodic Offering Programs,
under which the price per share to be paid to the Applicant shall be at or based upon market prices
prevailing at the time of sale; provided, however, that the 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 last sale
price at which the Applicant's Common Stock was quoted or the record of composite quotations reported
by The Wall Street Journal (the'Reported Last Sale Price') on the business day immediately preceding
the day such price is determined minus $0.2S; and provided, further, that such price per share (after any
Application
Docket No.
Exhibit D-1
commission paid to agents) shall not be less than 100% of the book value per share of the Company's
Common Stock as of the last day of the most recent calendar quarter.
Direcf Sa/es;
ln any direct sales, the Applicant would issue the Common Stock from time to time in one or more direct
sales specifically negotiated with purchasers interested in larger blocks of Common Stock.
U nderuriften Transactions:
ln any underwritten transaction, one or more underwriters would assist Applicant with the marketing and
distribution of shares of Common Stock pursuant to an arrangement under which the shares would be
sold in one or more methods of offering determined by such underwriter(s), all in accordance with the
terms of an undenruriting agreement. Such methods could include ordinary brokerage transactions, block
transactions in accordance with the rules of the New York Stock Exchange, offerings off the floor of such
exchange, any combination of such methods or any other method determined by such underwriter(s)
with the approval of the appropriate fficers of the Applicant. The underwriter(s) selected by the
Applicant would have experience in marketing securities similar to the Common Stock, and would be
familiarwith the Applicant and the Applicant's long-term financing goals. The underwriter(s) would assist
the Applicant in evaluating market conditions and in formulating the terms and timing of any issuances.
(3) Statement As To Why The Transaction ls In the Public lnterest.
The requested authority would provide part of the financing necessary to allow the Applicant to carry out
the purposes described in paragraph 1 above and, thus, to continue to conduct its operations as an
electric and gas utility company on a reliable basis for the benefit of its customers. Without such financing,
the Applicant could not continue to conduct its operations as such. The issuance of Common Stock in
lieu of debt securities should allow the Applicant to maintain and/or improve its debt to equity ratio and,
accordingly, maintain and/or improve the ratings on its long term debt securities, which, in turn, should
tend to reduce interest costs of such debt securities, all for the benefit of the Applicant's customers.
Accordingly, the Applicant believes that the requested authority is in the public interest.
(4) Text of a Draft Order Granting Applicant's Request for an Order.
A copy of a draft order granting the Applicant's request for an order is attached hereto as "Exhibit
A'.
Wherefore, the undersigned, an authorized agent of the Applicant, requests that the Washington
Utilities and Transportation Commission issue an order as requested herein.
Done at Spokane, Washington this 7th day of Apfl2021
Mark T. Thies
Executive Vice President, CFO, and
Treasurer
By:
,)
Exhibit D-1
STATE OF WASHINGTON
County of Spokane
The undersigned certlfies under penatty of pefury under the tayrs of the State of Waslrlngrton that theforegdng ls trus and corecl to the best of my im6dedge and belief, end thd the proposeO issuanoe of
securitles wi[ be used for the purposos afiored by RCW aO.OS.fit0.
Done at Spokane, Washirqton this ?nday of April2021.
By:
MarkT. Thies
Executive Vice Pnesftlent, GFO and Treasursr
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SUBSCRIBED AND $ltORN to before me thist-o"y otllar,lzozt
14. Csruut
Notary PuUic for Weshington
My Cornmission E4[es:r -3O -zDZ Notary Public
Sa e ol Washington
MyAPgointment ErPircs
Jan 30. 2022
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