20220415Request for Amended Order.pdf

Preston N. Carter, ISB No. 8462
Blake W. Ringer, ISB No. 11223
Givens Pursley LLP
601 W. Bannock St.
Boise, D 83702
Telephone: [phone]
Facsimile: (208) 388-l 300
prestoncarter@givenspursley. com
blakeringer@givenspursley. com
Attorneys for the Company
IN THE MATTER OF THE APPLICATION OF
FALLS WATER COMPANY, INC, FOR
AUTHORITY TO INCUR DEBT TO ACQUIRE
REAL PROPERTY
, .; i.-:,1 !.. i cI r' i.r i;' I J
BEFORE THE IDAHO PUBLIC UTILITIES COM1VtrSSION
CaseNo. FLS-W-21-02
Rrqursr FoR AMENDED ORDER
In November 2021, Falls Water Company, Inc. ("Falls Water" or "Company") filed with
the Idaho Public Utilities Commission ("Commission") an Application of Falls Water Company,
Inc. to Approve Debt ("Application"). The Application requested authorization to incur debt in
the amount of $691,500 to pay for the acquisition of certain real property interests. The
Application included a letter from Zions Bank that set forth the proposed terms of the loan,
including the proposed interest rate, principal amounts, and other details. The Application
indicated that "the Company may be able to close the transaction in the first quarter of 2022."
Application at 4.
On December 6,2021, the Commission issued Final Order No. 35249, which approved
the Application and authorized the Company to "incur up to $691,500 in debt under the terms
and conditions and for the purposes set forth in the Company's Application and this Order."
Final Order No. 35249 at 4.
Falls Water has pursued purchase of the building as authorized. However, the near final
terms of the loan differ slightly from the terms proposed in the Application and remain subject to
REquESTFoRAMENDEDORDER Pecnlor4
further change prior to closing. Falls Water does not view these changes as material. However,
out of an abundance of caution, Falls Water respectfully requests that the Commission issue an
amended order autho nzngincurrence of debt on the below-described terms and conditions,
which provide a contingency for further change in terms between submission of this request and
completion of the bank loan, with any variance from the prior terms indicated:
Principal Loan Amount: Up to $700,000 (Original Amount: $691,500).
Term: 15 Years or 180 months.
Interest Rate: Up to 1.50% per annum for initial 12 months; tp to 4.50o/o per annum for
years 2-10; and for the remaining years I l-15, loan pricing will recast using the 5-year
US Treasury Index at the time of reprice plus up to 3.00% (with a floor of up to 4.50o/o
per annum) (Original Rate: 0.90% per annum for initial 12 months; 2.99% per annum for
years 2- l0; and for the remaining years I I - l 5, loan pricing will recast using the 5-year
US Treasury Index at the time of reprice plus 2.00%).
Fees: Up to $5,000 total for loan origination, documentation, and other lender fees
(Original: waived all lender fees). In addition, the Company covers all third-party costs
and fees, including appraisal, environmental report, title insurance, and endorsement and
recording fees (Original: up to $5,000 credit applied to third-party closing costs and fees).
The purposes of the loan, and other information provided in the Application, remain the
same. A proposed Amended Order is attached for the Commission's convenience. The Company
will file with the Commission the final loan documents within seven days of those documents
becoming available to the Company.
Request for Expedited Consideration
Falls Water stands ready to close on the property, and potentially would have already
closed if the variance between the terms of the near final and proposed terms had not come to
Rnquesr FoR AMENDED ORDER Pece 2 on 4
light. Given the status of the transaction and the current market of rising interest rates, Falls
Water respectfully requests that the Commission expedite consideration of this Request and issue
an order within seven days if practicable.
Request for Relief
Falls Water respectfully requests that the Commission issue an Order:
1. Amending Final OrderNo. 35249 to authorize Falls Water to incur debt under
terms and conditions that are within the terms set forth above; and
2. Any other relief that the Commission deems just and reasonable.
Dated: April 15, 2022.
GIVENS PURSLEY LLP
Preston N. Carter
Blake W. Ringer
GryrNS PunSIey LLP
Attorneys for the Company
,"
Rnquesr ron AIrasNpno Onorn Plcp3 or4
CERTIFICATE OF SERVICE
I certiff that on April 15, 2022, a tnre and correct copy of the foregoing was served upon
all parties of record in this proceeding via electronic mail as indicated below:
Commission Staff
Jan Noriyuki, Commission Secretary
Idaho Public Utilities Commission
11331 W. Chinden Blvd., Bldg. 8, Ste.201-A
Boise,ID 83714
j an.noriyuki@puc. idaho. gov
Dalm Hardie
Deputy Attorney General
Idaho Public Utilities Commission
11331 W. Chinden Blvd., Bldg. 8, Ste. 201-A
Boise,ID 83714
dayn.hardie@puc. idaho. gov
Electronic Mail
Electronic MaiI
,"A--'-
Preston N. Carter
Rrqursr roR AMENDED OnoEn Pece4 or4
Exhibit I to Falls Water Request for Amended Order
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE APPLICATION OF
FALLS WATER COMPANY, INC. FOR
AUTHORITY TO INCUR DEBT TO ACQUIRE
REAL PROPERTY
CaseNo. FLS-W-21-02
(Pnorosro) Aunnonn Onoon
Falls Water Company, Inc. ("Falls Water" or "Company") filed with the Idaho Public
Utilities Commission ("Commission") on November 5,2021an Application of Falls Water
Company, Inc. to Approve Debt ("Application"). On December 6,2021, the Commission issued
Final Order No. 35249, which approved the Application and authorized the Company to "incur
up to $691,500 in debt under the terms and conditions and for the purposes set forth in the
Company's Application and this Order." Final Order No. 35249 at 4.
On -date, the Company filed a Request for Amended Order ("Request"), indicating that
the near final terms of the loan vary to some degree from the terms that were originally proposed
and remain subject to further change prior to closing. The Company requests that Final Order
No. 35249 be amended to reflect authorization to incur debt under terms and conditions that fall
within the terms set forth in the Request for Amended Order. The Company requested expedited
consideration of its request so that it may close on the property.
-Any necessary discussion of Staff s position-
ORDER
IT IS HEREBY ORDERED that Final OrderNo. 35249 is amended to approve Falls
Water incurring debt under terms and conditions within the terms set forth in the Request for
Amended Order.
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IT IS FURTHER ORDERED that the Company shall file with the Commission the final
loan documents (showing the amount borrowed and all other terms of the loan) within seven
days of those documents becoming available to the Company.
IT IS FURTHER ORDERED that the foregoing authorization to incur debt is without
prejudice to the regulatory authority of the Commission regarding rates, utility capital structure,
service accounts, valuation, estimates for determination of cost or any other matter which may
come before this Commission under its jurisdiction and authority as provided by law.
IT IS FURTHER ORDERED that nothing in this Order and no provisions of Chapter 9,
Title 61, Idaho Code, or any act or deed done or 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 Chapter 9, Title 61 Idaho Code.
IT IS FURTHER ORDERED that issuance of this Order does not constitute acceptance
of the Company's exhibits or other material accompanying the Application for any purpose
besides issuing this Order.
THIS IS A FINAL ORDER. Any person interested in 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. Within seven (7) days after any person has petitioned for
reconsideration, any other person may cross-petition for reconsideration. See ldaho Code $ 6l-
626.
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