20240104Exhibit D2 - Proposed Order.pdf

Exhibit D-2
PROPOSED ORDER
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE APPLICATION
OF AVISTA CORPORATION TO ISSUE UP
TO $300,000,000 OF DEBT SECURITIES

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CASE NO.

ORDER NO.

On ______________, 2024, Avista Corporation applied to the Idaho Public Utilities
Commission for an Order allowing Avista to issue up to $300,000,000 of Debt Securities. The
requested authority is in addition to the authority previously granted by the Idaho Public Utilities
Commission for the issuance of Debt Securities in Order No. 35286, in Case No. AVU-U-21-03
entered January 6, 2022, under which $60,000,000 remains 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
RECEIVED
Thursday, January 4, 2024 11:41AM
IDAHO PUBLIC
UTILITIES COMMISSION
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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, for good cause shown, that the
proposed issuance would be (1) inconsistent with the public interest and not necessary or
appropriate for or consistent with the applicant’s proper performance of its service as a public
utility or (2) 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 requests the Commission issue an Order authorizing Avista
Corporation (hereinafter called "Applicant") to issue and sell up to and including $300,000,000 in
Debt Securities (such being in addition to $400,000,000 previously authorized by the Commission
in Order No. 35286 in Case No. AVU-U-23-01 entered January 6, 2022, under which $60,000,000
remains authorized but unissued, for a total of $360,000,000). Avista explains 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 construction, completion,
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extension or improvement of its utility facilities, and improvement or maintenance of its utility
service, all as contemplated in its then-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 $300,000,000 of debt securities as requested.
Staff observed the proposed issuance would not significantly affect Avista’s capital structure and
would not impair the Company’s ability 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 gas corporation within the definition of Idaho Code § 61-
117, an electrical 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.
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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.
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 Corporation, as of ____________, is hereby
authorized to offer, issue and sell up to and including $300,000,000 in Debt Securities (such
amount being in addition to $400,000,000 previously authorized by the Commission in Order No.
35286, in Case No. AVU-U-23-03 entered January 6, 2022, under which $60,000,000 remains
authorized but unissued, for a total of $360,000,000).
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 pursuant to 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
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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.

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DONE by Order of the Idaho Public Utilities Commission at Boise, Idaho this ___ day of
_____________, 2024.

Eric Anderson, COMMISSIONER

John R. Hammond, Jr., COMMISSIONER

Edward Lodge, COMMISSIONER
ATTEST:

Jan Noriyuki
Commission Secretary