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Home My WebLink About202306302023 Equity Application_Exhibits.pdfJune 30, 2023 State of Idaho Idaho Public Utilities Commission Statehouse Boise ID 83720 Attention: Jan Noriyuki, Secretary 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 July 31, 2023. When complete, please send the executed copy of the Order of Approval to: Mr. Jason Lang, Director of Finance Avista Corporation 1411 East Mission Avenue Spokane WA 99202-2600 If any questions arise or additional information is needed, please do not hesitate to contact Carly Guillory at 509-495-2708. Sincerely, Jason E. Lang Director of Finance, Risk and Assistant Treasurer Enclosures RECEIVED Friday, June 30, 2023 2:04:03 PM IDAHO PUBLIC UTILITIES COMMISSION CASE NO. AVU-U-23-02 Exhibit D-2 PROPOSED ORDER BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION IN THE MATTER OF THE APPLICATION OF AVISTA CORPORATION TO ISSUE UP TO 4,000,000 SHARES OF COMMON STOCK ) ) ) ) CASE NO. ORDER NO. On June 30, 2023, Avista Corporation applied to the Idaho Public Utilities Commission for an Order allowing Avista to issue up to 4,000,000 shares of common stock. The requested authority is in addition to the authority previously granted by the Idaho Public Utilities Commission for the issuance and sale of Common Stock in Order No. 35373, in Case No. AVU-U-22-01 entered April 19, 2022, under which 844,787 shares remain authorized but unissued. The Commission’s Staff has reviewed the Application and recommends that 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 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 -2- 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. 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 4,000,000 shares of authorized but unissued common stock through Avista’s Periodic Offering Program, direct sales or underwritten transactions (such shares being in addition to 3,500,000 shares previously authorized by the Commission in Order No. 35373, in Case No. AVU-U-22-01 entered April 19, 2022, under which 844,787 shares remain authorized but unissued). Avista explains that it would use the net proceeds from the issuances for one or more of the following purposes: (1) 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 -3- construction, completion, extension or improvement of its utility facilities, and improvement of its utility service, all as contemplated in its current integrated resource plan as filed with the Commission, (2) the retirement of maturing long-term debt, the repayment of short-term debt and the discharge or refunding of other obligations, (3) the reimbursement of moneys actually expended from income or from other moneys in the treasury of the Applicant (to the extent not secured by or obtained from the issue, assumption or guarantee of securities) for any of the purposes described in (1) or (2) above and/or (4) such other purposes as may be permitted by law. STAFF REVIEW Commission Staff reviewed Avista’s Application. Based on that review, Staff recommended the Commission allow Avista to issue and sell up to 4,000,000 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-equity ratio. 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 natural gas corporation within the definition of Idaho Code § 61-117, 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. -4- 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 Application for authority to issue and sell up to 4,000,000 authorized but unissued shares of common stock is granted (such shares being in addition to 3,500,000 shares previously authorized by the Commission in Order No. 35373 in Case No. AVU-U-22-01 entered April 19, 2022, under which 844,787 shares remain authorized but unissued, for a total of 4,844,787 shares). IT IS FURTHER ORDERED that Avista shall file the following as 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 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 -5- 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 Idaho Code §§ 61-626 and 62-619. -6- DONE by Order of the Idaho Public Utilities Commission at Boise, Idaho this ___ day of _____________, 2023. _______________, PRESIDENT _______________, COMMISSIONER _______________, COMMISSIONER ATTEST: ________________ Commission Secretary