20221213Application.pdf

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Avista Corp.
l4l I East Mission P.O. Box 3727
Spokane, Washington 99220-0500
Telephone [phone]
Toll Free 800-727-9170
Decerrber 12,2022
Idatro Public Utilities Commission
11331 W. ChindenBlvd. Building 8, Suite 201-A
Boise,Idaho 83714
flvw- vL-LLIL
Attention: Commission Secretary and Head Legal Secretary
Via Email: [e-mail]. gov
Please find attached the Application of Avista Corporation for an Order authorizing the
proposed issuance of debt securities not to exceed $250,000,000. Pursuant to Rule 145 of the
Commission's Rules of Procedure, Avista Corporation requests that thc Commission issue an
Order approving issuance of these securities on or before December 13,2022.
If any questions arise or additional information is needed, please do not hesitate to contact
Jason Lang at 509-495-2930 or me at 509.495.8620.
Sincerely,
/s/ Patrick Ehrbar
Patrick Ehrbar
Director of Regulatory Affairs
Enclosures
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
ln the Matter of the Application of )
AVISTA CORPORATION for an Order authorizing )
the proposed issuance of up to $250,000,000 )
of additional indebtedness )
CASENO. ftvr - &-r-2-02-
Application is hereby made to the ldaho Public Utilities Commission (the 'Commission") under the
provisions of Section 61-901 and 61-902, ldaho Code (Laws of 1951, Chapter 143) for an Order
authorizing Avista Corporation (the "Applicant") to enter into one or more of the following short-term
unsecured credit facilities, which collectively represent $250,000,000 in aggregate principal amount: (1)
a term loan credit facility in the initial principal amount of $100,000,000, with an option to request an
additional $50,000,000 as part of an uncommitted incremental facility for which incremental bonowings
the lenders retain the sole discretion on whether to fund (the "Bridge Loan'); (2) a $50,000,000 increase
to its existing unsecured revolving credit facility (the "Accordion Loan"); and (3) a $50,000,000 bilateral
uncommifted letter of credit facility (the 'LC Facility', and together with the Bridge Loan and the
Accordion Loan, the 'Proposed Financings'). Each of the Proposed Financings is expected to expire
less than 12 months from the date of issuance.
The requested authority to consummate the Proposed Financings is in addition to all authority
previously granted by the Commission for the issuance of debt securities or the incunence of other
indebtedness under previous applications by the Applicant. Any of the new debt issuances, standing
alone, would be exempt as short term debt under ldaho Code Section 61-903. However, in aggregate,
one or more of these issuances, "together with all other then outstanding notes and drafts of a maturity
of one (1) year or less on which such public utility is primarily or secondarily liable,' may exceed five per
cent (5%) of the par value or, in the case of securities having no par value, the fair market value of the
other securities of the public utility then outstanding.
Over several days prior to the date of this application, the Applicant has seen gas and power prices
spike 5 to 8 times higher than normal, which has led to significant margin calls associated with future
commodity sales and hedging arrangements. That, in tum, has placed pressure on Applicant's available
liquidity. With anticipated cold weather throughout the westem United States in coming days these
conditions may persist. The Applicant will use the proceeds of the new debt issuances to meet its short-
term liquidity obligations and for other general corporate purposes set forth in l.C. $ 61-901.
Due to the emergent nature of the funding need, pursuant to Rule 145 of the Commission's Rules of
Procedure, the Applicant requests that the Commission issue the requested order on December 13,
2022, which is less than 30 days after the date of this filing. ln the altemative, the Applicant requests
pursuant to l.C. S61-909 and Rule 147 thal the Commission, in its order authorizing the Proposed
Financings, exempt the Applicant from any of the requirements of l.C. SS 61-901 and 61-902, and of
Rules 141 through 146, to the extent needed for the Commission to issue such authorization on
December 13, 2022. As required for such an exemption under l.C. S 61-909, the public interest does
not require application of the ordinary rules for authorization of a security issuance in this case, where
the need for the Proposed Financings arose extremely quickly and unexpectedly. To the contrary,
granting an exemption as needed to authorize the Proposed Financings by December 13, 2022, will
protect the public interest by allowing the Applicant to continue to meet its cash flow and liquidity
obligations in the short term..
The following information and specific exhibits are fumished in support of authorization under
l.C SS 61-901 and 61-902:
(a) Name and address of orincioal business office:
Avista Corporation
1411 East Mission Avenue
Spokane WA 99202-2600
4866-5485-88 I 9v. 1 0088333-000224
Name of reoresentative for service:
Jason Lang, Assistant Treasurer
Avista Corporation
1411 East Mission Avenue, MSC-7
Spokane, Washington 99220-2600
Phone: [phone]
Email: Jason. [e-mail]
Email : [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.
As a oublic utilitv. Aoolicant is qualified to do business in:
Washington, ldaho, Montana, and Oregon.
(c) General descriotion of business. orooertv. and tenitorv served:
The Applicant is a public utilig which owns and operates property in Northem ldaho, Eastern
Washington, Central and 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 403,000 residential, commercial, and industrial customers in
Northem 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, governmental agencies, or third parties.
The Applicant is also engaged in the distribution and sale of natural gas to approximately 369,000
residential, commercial, and industrial customers in Northem ldaho, Eastem Washington, and
Central and Southwest Oregon.
(d) Descriotion of securities. indebtedness or liabilities:
Pursuant to Rule 142 of the Rules of 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) Aftached Exhibits:
Exhibit D-1 Copy of Washington Application
Exhibit D-2 Form of ldaho Order
WHEREFORE, the Applicant respectfully requests the ldaho Public Utilities Commission for an Order
authorizing Avista Corporation to enter into the Proposed Financings in an amount up to and including
$250,000,000 (such amount being in addition to all amounts previously authorized by the Commission).
Dated this 12th day of December,2O22
4866-5485-88 I 9v. I 0088333-000224
AVISTA CORPORATION
Mark T. Thies
Executive Vice President, CFO and Treasurer
By
4866-s485-88 I 9v. I 0088333-000224
BEFORE THE
WASHINGTON UTILITIES AND TRANSPORTATION COMMISSION
ln the matter of the request of
AVISTA CORPORATION
for an order establishing compliance with
Chapter 80.08 RCW with respect to proposed
issuance of up to $250,000,000 of additional
indebtedness
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Application
Docket No.
Avista Corporation (hereinafter called the 'Applicant') hereby requests the Washington Utilities and
Transportation Commission enter a written order authorizing the Applicant's entry into one or more of the
following short-term unsecured credit facilities, which collectively represent $250,000,000 in aggregate
principal amount (1) a term loan credit facility in the initial principal amount of $100,000,000, with an option
to request an additional $50,000,000 as part of an uncommitted incremental facility for which incremental
bonowings the lenders retain the sole discretion on whether to fund (the "Bridge Loan'); (2) a $50,000,000
increase to its existing unsecured revolving credit facility (the "Accordion Loan'); and (3) a $50,000,000
bilateral uncommitted letter of credit facility (the 'LC Facility', and together with the Bridge Loan and the
Accordion Loan, the 'Proposed Financings"). Each of the Proposed Financings is expected to expire less
than 12 months from the date of issuance. The anticipated terms of the Proposed Financings are described
in more detail in Section 2 of this application.
The requested authority to consummate the Proposed Financings is in addition to all authority previously
granted by the Washington Utilities and Transportation Commission for the issuance of debt securities or
the incunence of other indebtedness under previous applications by the Applicant. The anticipated
Proposed Financings, each standing alone, would be exempt as short term debt under RCW 80.08.043
and the definition of 'Securities' in WAC 480-90-242 and WAC 480-100-242 from the requirement that the
Applicant file notice under RCW 80.08.040, WAC 480-90-242(1), and WAC 480-100-242(1) before issuing
securities. However, the Proposed Financings, "together will all other . . . outstanding notes and drafts of
a maturity of twelve months or less on which [Applicant] is primarily or secondarily liable' may exceed "five
percent of the par value of other securities of [Applicant] outstanding' at the time it enters into the Proposed
Financings,l in which case the short-term debt exemption would not apply.
Therefore, this request includes the information required by Chapter 80.08 RCW, and the Applicant
requests under RCW 80.08.040(4) that the Commission enter a written order that the Applicant has
complied with the requirements of RCW 80.08.040.
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 Proposed Financings are 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 Chapter 80.08 RCW.
Over several days prior to the date of this application, the Applicant has seen gas and power prices
spike 5 to 8 times higher than normal, which has led to significant margin calls associated with future
commodity sales and hedging arrangements. That, in turn, has placed pressure on Applicant's available
liquidity. With anticipated cold weather throughout the westem United States in coming days these
conditions may persist. The Applicant will use the proceeds of the Proposed Financings to meet its
short-term liquidity obligations and for other general corporate purposes set forth in R.C.W. 80.08.030.
Please see the required certification below.
(2) A Description of the Proposed Financings, lncluding the Terms of Financing.
I The Applicant's issued stock has no par value. The Applicant has therefore used its stock price on
December 12,2022 to estimate the 5% limit 'on the basis of the fair market value as of the date of
issuance" of the Debt Securities, anticipated to issue on December 14,2022. See RCW 80.08.043.
Page 1 ofS
4889-31 1 8-5731 v.4 0088333-000223
The Applicant proposes to enter into the Proposed Financings in an aggregate principal amount of
$250,000,000 (in addition to the all authority previously granted by the Washington Utilities and
Transportation Commission pursuant to RCW 80.08.040 and all short-term debt issued in reliance on
the exemption in RCW 80.08.043). None of the Proposed Financings would be secured by any lien on
assets of the Applicant, other than the posting of cash collateral to secure any letters of credit to the
extent required by the applicable lenders or letter of credit issuers.
ln case of each of the Proposed Financings, the Applicant will only enter into transactions where the
fees, interest rates and expenses charged or incuned by the Applicant in connection with the
transactions, and any refunding, extensions, renewals or replacements thereof, are competitive with
market prices for similar transactions.
Further details regarding the expected terms of each of the Proposed Financings follow under the
respective section headings.
A. Bridge Loan
The Bridge Loan comprises a $100,000,000 unsecured short-term term loan that will be fully
funded at closing in a single draw anticipated on or about December 14,2022. ln addition,
Applicant has the option to request an additional $50,000,000 in principal amount as part of an
uncommitted incremental facility (for which incremental bonowings the lenders retain sole
discretion whether or not to fund). The Bridge Loan is expected to mature in less than four
months following the date of execution and delivery.
Compensation to any bank or agent for their services in connection with the handling of the
Bridge Loan is not expected to exceed 17o, including fees for co-lead arangers (fee paid for
organizing the syndication of the Bridge Loan, expected to range lrom 0.20o/o to 0.40%, to be
paid in part at closing and the remainder at a future date).
Estimated fees and borrowing spreads for the Bridge Loan are as follows
Loans comprising Altemate Base Rate bonowings (for borrowings of less than one
month) shall bear interest at a rate per annum equal to the Alternate Base Rate plus
the Applicable Margin ol0.25o/o. The Altemative Base Rate is reset daily to whichever
is the greatest of (a) 0.00%, (b) the Federal Funds Rate plus 0.50%, (c) the Prime Rate,
and (d) the Adjusted Term SOFR Rate for a one-month tenor in effect on such day plus
1.OO%.
2. Loans comprising Term SOFR bonowings shall bear interest during the applicable
interest rate period (of either one-month or three-month tenor) at a rate per annum
equal to the Adjusted Term SOFR Rate for such applicable interest rate period plus
the Applicable Margin of 1.25o/o. The Adjusted Term SOFR Rate, for any available
tenor and interest period, is the greatest of (a) 0.00% and (b) the sum of (i) the Term
SOFR Screen Rate quoted for such interest period (published two business days
before the firct date of such interest period) plus (ii) the SOFR Adjustment of 0.107o.
B. Accordion Loan
The Accordion Loan is a proposed increase of $50,000,000 to the Applicant's existing
$50,000,000 unsecured revolving credit facility entered into in November 2022, for a new total
of $100,000,000 in aggregate revolving commitments. Terms for the Accordion Loan are
expected to be substantially similar to the cunent terms in the existing facility. Compensation
to any bank or agent for their services in connection with the handling of the Accordion Loan is
not expected to exceed 1% of the proposed aggregate revolving commitments (fee paid for
organizing the syndication of the Accordion Loan, expected to range lrom O.2Oo/o to 0.40%, to
be paid at closing).
Estimated fees and borrowing spreads are as follows, subject to change pursuant to the terms
of the existing loan documentation:
Page 2 of 5
4889-3 I I 8-5731v.4 0088333-000223
The Applicable Rate references the relevant margin set forth in the table below for
the applicable pricing level.
Pricing
Level
SOFR Margin
(1)
ABR Margin
QI
1.0500/o 0.050%
II 1.150o/o 0.150%
1.250%0.250o/o
IV 1.325o/o 0.3250/o
V 1.525o/o 0.525o/o
VI 1.725%0.7250/o
T SOFR Margin applies for bonowings with a term of at least one month. The loans comprising
each SOFR bonowing bear interest at a rate per annum equal to the Adjusted Term SOFR
Rate (which includes the Tem SOFR lndex Adjustment of 0.10o/o) br the interest period in
effect plus the SOFR Margin.
2ABR Margin applies for bonowings of less than one month. The loans comprising each ABR
bonowing b€ar interest at a rate per annum 6qual to the Altemate Base Rate plus the ABR
Margin. The Alternate Base Rate is reset daily to whichever is the greatest of (a) the Federal
Funds Efiective Rate in efiect plus 0.50%, (b) the Prime Rate, and (c) the Adjusted Term
SOFR Rate for a one-month tenor in effect on such day plus 1.000/0.
The credit facility agreement indicates that in the event the Applicant's senior secured debt
ratings are split by one level, the higher rating will apply. ln the event the ratings are split by
more than one level, the level that is one level below the higher rating will apply.
C. LC Facility
The LC Facility is a bilateral unsecured, uncommitted lefter of credit facility of up to $50,000,000.
The LC Facility will likely be evidenced by a continuing letter of credit agreement for standby
letters of credit. The letter of credit issuer (or any of its branches or other afftliates acting as letter
of credit issuer) retains sole discretion to issue, from time to time, one or more ilrevocable letters
of credit (each such issuer, an 'LC lssuef).
Fees payable by Applicant to the LG lssuer will be as agreed upon between the parties in writing,
or in accordance with the LC lssue/s standard fees in effect, among other costs and expenses.
Based on cunent market conditions, the Applicant expects a letter of credit issuance fe e ol 1 .20o/o,
subject to change in accordance with the terms of the definitive agreement. The anticipated tenor
of all lefters of credit issued under the LC facility will be shorter than 1 year.
(3) Statement As To Why The Transaction ls ln the Public lnterest.
The requested authority will allow the Applicant to continue to manage its daily cash and short-term
liquidity obligations consistent with purposes allowed by Chapter 80.08 RCW. Accordingly, the Applicant
believes 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 is attached hereto as "Exhibit A'.
Wherefore, the undersigned, an authorized agent of the Applicant, requests that the Washington Utilities
and Transportation Commission issue its order affirming that the applicant has complied with the
requirements of RCW 80.08.040.
Done at Spokane, Washington this 12th day of December, 2022.
Page 3 of 5
4889-3 I I 8-573 1v.4 0088333-000223
AVISTA CORPORATION
By:
Mark T. Thies
Executive Vice President, CFO and
Treasurer
Page 4 of 5
4889-3 1 1 8-573 lv.4 0088333-000223
BEFORE THE WASHINGTON STATE
UTILITIES AI\ID TRANSPORTATION COMNIISSION
In the Matter of the Application of DOCKET
Exhibit A- Proposed Order
AVISTA CORPORATION dba
AVISTA UTILITIES,
Petitioner,
For an Order Establishing Compliance
with the Provisions of RCW 80.08, with
Respect to its Proposal to issue up to
$250,000,000 of additional indebtedness
ORDER XX
ORDER ESTABLISHING
COMPLIANCE WITI{ CHAPTER
80.08 RCW, SECURITIES
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BACKGROT]ND
On December 12, 2022, Avista Corporation ("Applicant") filed its application
("Application") before the Washington Utilities and Transportation Commission
("Commission") in this matter for an order affrming that issuance of additional
indebtedness of up to $250,000,000 with a term of less than one year (the "Proposed
Financings"), is in compliance with the requirements of Chapter 80.08 RCW.
The requested authority to consummate the Proposed Financings is in addition to all
authority previously granted by the Washington Utilities and Transportation Commission
for the issuance of debt securities or the incurrence of other indebtedness under previous
applications by the Applicant.
According to the Application, each of the anticipated Proposed Financings, standing
alone, would be exempt as short term debt under RCW 80.08.043 and the definition of
"Securities" in WAC 480-90-242 and WAC 480-100-242 from the requirement that the
Applicant file notice under RCW 80.08.040, WAC 480-90-242(1), and WAC 480-100-
242(I). However, the Proposed Financings, "together with all other. . . outstanding notes
and drafts of a maturity of twelve months or less on which [Applicant] is primarily or
secondarily liable" may exceed oofive percent of the par value of other securities of
[Applicant] outstanding" at the time it enters into the Proposed Financings, in which case
the short-term debt exemption would not apply.
487 7 -27 6l -7 603v.1 008 83 3 3 -000224
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DOCKET XXXX
ORDER XX
PAGE 2
According to Avista's application, the proceeds of the financings are for one or more of
the purposes allowed by RCW 80.08.030.
FINDINGS AI\D CONCLUSIONS
The Washington Utilities and Transportation Commission is an agency of the
State of Washington vested by statute with the authority to regulate the rates,
rules, regulations, practices, accounts, securities, transfers of property and
affiliated interests of public service companies, including electric and natural
gas companies. RCW 80.01.040, RCW 80.04, RCW 80.08, RCW 80.12, RCW
80.16 and RCW 80.28.
3 (1)
4 (2) Avista is engaged in the business of providing electric and natural gas service
within the state of Washington. As a public service company, it is subject to
Commission jurisdiction.
(3) The application Avista filed meets the requirements of RCIY 80.08 which concern
the issuance of securities by public service companies.
The information Avista frled in this docket contains: (a) a certification by an
authorized officer that the proceeds will be used for one or more purposes allowed
by RCW 80.08.030; (b) a description of the Proposed Financings, and (c) a
statement as to why the proposed transactions are in the public interest. See WAC
480- I 00-24 2 & t4/AC-480-90-24 2.
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6 (4)
7 (s)
8 (l)
After reviewing the information contained in the Application, and giving due
consideration, the Commission finds that Avista is in compliance with RCW
80.08.040.
ORDER
THE COMMISSION ORDERS:
Avista is in compliance with the requirements of RCW 80.08.040 with respect to
the proposal to issue up to $250,000,000 of additional unsecured debt, as provided
in the Application.
487 7 -27 6l -7 603v .1 008 8 3 3 3 -000224
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DOCKETXX)fr
ORDER)(x
PAGE3
(2) Avista Corporation is directed to file a Report of Securities Issued as required by
WAC 480-100-262, and WAC 480-90-262. Avista Corporation is also required
to file verified copies of any agreement entered into in connection with any
tansaction pursuant to this Order. FinallS Avista Corporation shall frle a verified
statement setting forth in reasonable detail the disposition of the proceeds of each
offering made pursuant to this Order.
(3) This Order shall in no way affect the authority of the Commission over rates,
services, accounts, valuations, estimates, or detennination of costs, or any matters
that may come before 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.
The Commissioners, having determined this Order to be consistent with the public
interest, directed the Secretary to enter this Order.
DATED atLacey, Washington" and effective MONTH DD, YYYY.
WASHINGTON UTILITIES AND TRA}ISPORTATION COMMISSION
Executive Director & Secretary
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487 7 -27 6t -7603v. I 008 8333 -000224
Exhibit D-l
PROPOSED ORDER
BEFORE THE IDAIIO PTJBLIC UTILITIES COMMISSION
IN THE MATTER OF TIIE APPLICATION )
OF AVISTA CORPORATION FOR AI\ )
oRDER AUTHORTZTNG TrrE PROPOSED )
rssuANCE oF uP TO $250,000,000 oF )N)DrrroNAL TNDEBTEDNESS )
CASE NO.
ORDER NO.
On 2022, Avista Corporation ("Avista") applied to the Idaho Public
Utilities Commission for an Order allowing Avista to issue up to $250,000,000 of additional
indebtedness. The requested authority is in addition to the authority previously granted by the
Idaho Public Utilities Commission for the issuance of debt securities in all previous orders. The
Application requests expeditious action pursuant to Rule 145 of the Commission's Rules of
Procedure (IDAPA 31.01.01.145) or, inthe alternative, an exernptionunder I.C. $ 6l-909 andRule
147 fromthe requirements for approval of utility issuance of securities to the extent needed for the
Commission to iszue such authorization on December 13,2022.
The Commission's Staff has reviewed the Application and recommend the Commission
approve the issuance. Based on our review of the record, we issue this Order approving the
Application as noted below.
BACKGROIJND
Idaho Code $ $ 6 I -901 through 6 I -909 govem 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 improving utility 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 $$ 6l-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 $ 6l-904.
The Commission must grant the application unless it finds the proposed issuance would be (l)
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$ 6l-902.
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 $ 6l-901.
Utilities may, without application to or order of the Commission, issue certain securities
payable no more than 12 months after the date of issuance, but only if all such outstanding
securities in aggregate do not exceed "five per cerfi(5%) of the parvalue or, in the case of securities
having no par value, the fair market value of the other securities of the public utility then
outstanding, without application to or order of the commissionl.)" Idaho Code $ 6l-903.
The Commission may by order exempt any security for which an application is required
under ldaho Code $ 6l-901 et seq. from the provisions of such requirements if the Commission
"finds that the application [of those rules] to such security . . . is not required by the public
interest." Idaho Code $ 61-909 and Rule 147 (IDAPA 31.01.01.147).
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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 ldaho,
eastern Washington, and central and southwest Oregon.
With this Application, Avista requests the Commission to issue an Order authorizing
Avista's entry into one or more of the following short-term credit facilities, which collectively
represent $250,000,000 in aggregate principal amount: (1) a term loan credit facility in the initial
principal amount of $100,000,000, with an option to request an additional $50,000,000 as part of
an uncommitted incremental facility for which incremental borrowings the lenders retain the sole
discretion on whether to fund (the "Bridge Loan"); (2) a $50,000,000 increase to its existing
unsecured revolving credit facility (the "Accordion Loan"); and (3) a $50,000,000 bilateral
uncommiffed letter of credit facility (the "LC Facility", and together with the Bridge Loan and the
Accordion Loan, the "Proposed Financings"). Each of the Proposed Financings is expected to
expire less than 12 months from the date of issuance, and would be in addition to all securities
issuances previously authorized by the Commission.
TheApplication also requests expeditious action pursuantto Rule 145 of the Commission's
Rules of Procedure (IDAPA 31.01.01.145), seeking that that the Commission grant the requested
authority on December 13, 2022, wlnch is less than 30 days after the date of the Application. ln
the alternative, the Applicant requests pursuant to I.C. $ 61-909 and Rule 147 thatthe Commission
exempt the Applicant from any of the requirements of I.C. $$ 6l -901 and 6l-902, and of Rules
141 through 146 (IDAPA 31.01.01.141 through .146) to the extent needed for the Commission to
issue such authorization on December 13,2022.
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Avista explains that over several days prior to the date of this application, it has seen gas
and power prices spike 5 to 8 times higher than normal, which has led to significant margin calls
associated with future commodity sales and hedging arrangements. That, in turn, has placed
pressure on Avista's available liquidity. With anticipated cold weather throughout the western
United States in coming days these conditions may persist. Avista states that it will use the
proceeds of the new debt issuances to meet its short-term liquidity obligations and for other general
corporate purposes set forth in LC. $ 61-901.
STAFF REYIEW
Commission Staff reviewed Avista's Application. Based on that review, Staff
recommended the Commission allow Avista to issue $250,000,000 of debt securities as requested.
Staffrecommended granting the Application on an expedited basis as requested to allow Avista to
meet its immediate liquidity obligations.
FINDINGS OF FACT AI\D 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 natural gas corporation within the definition of ldaho Code
$ 61-l 17, an electric corporation within the definitionof ldaho Code $ 6l-119, and a public utility
within the definition of ldaho Code $ 6l-129. The Commission has jurisdiction over this
Application under ldaho Code $ 6l-901, et seq.
Avista's Application reasonably conforms to Rules l4l through 150 of the Commission's
Rules of Procedure (IDAPA 31.01.01.141-150), including Rule 145 governing the requirements
for seeking expedited Commission action, and Avista has paid all fees required by ldaho Code
$ 6l-905.
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The proposed issuance is for a lawful purpose, is within Avista's corporate powers, and is
compatible with the public interest.
To the extent the Application or any of the Proposed Financings does not comply with any
requirernent of Idaho Code $ 6l-901 through 909, the public interest does not require compliance
with such requirement with respect to the Proposed Financings. On the contrary, the public interest
is served by authorizing Avista to enter the Proposed Financings quickly in order to meet its short-
term liquidity obligations.
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 Application for authority to issue up to
$250,000,000 of Debt Securities is granted.
IT IS FURTHER ORDERED that Avista's Application reasonably conforms to Rules l4l
through 150 of the Commission's Rules of Procedure (IDAPA 3l.0l.0l.l4l-150), including Rule
145 governing the requirements for seeking expedited Commission action, and that the public
interest does not require application of any requirement of ldaho Code $$ 6l-901 through 61-909
to the extent inconsistent with the authorization requested in the Application.
IT IS FURTHER ORDERED that Avista shall file the following as they become available:
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1. The "Report of Securities lssued" required by l8 C.F.R. $ 34.10; and
2. Verified copies of any agreement entered into in connection with the Company's entry
into each of the Proposed Financings.
IT IS FURTHER ORDERED that the issuance of this Order does not constitute acceptance
of Avista's exhibits or other material accompanying this Application for any purpose other than
the issuance of this Order.
IT IS FURTHER ORDERED that nothing in this Order or any act or deed performed in
connection with this Order shall be construed to obligate the State of Idaho to pay or guarantee in
any manner whatsoever any security authorized, issued, assumed or guaranteed under the
provisions of this Order.
IT IS FURTHER ORDERED that this authorization is without prejudice to the
Commission's regulatory authority regarding rates, service, accounts, evaluation estimates or
determination of costs or any other matter which may come before the Commission pursuant to its
jurisdiction and authority as provided by law.
THIS IS A FINAL ORDER. Any person interested in the Order (or in issues decided by
this Order) may petition for reconsideration within twenty-one (21) days of the service date of this
Order with regard to any matter decided in this Order and in this case. Within seven (7) days after
any person has petitioned for reconsideration, any other person may cross-petition for
reconsideration. See ldaho Code $$ 6l-626 and 62-619.
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DONE by Order of the Idaho Public Utilities Commission at Boise, Idaho this _ day of
December,2022.
PRESIDENT
COMMISSIONER
COI\{MISSIONER
ATTEST:
Commission Seoetary
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