20230227Notice_of_Application_Order_No_35690.pdf

NOTICE OF APPLICATION
NOTICE OF INTERVENTION DEADLINE
ORDER NO. 35690 1
Office of the Secretary
Service Date
February 27, 2023
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION

IN THE MATTER OF GEM STATE WATER
COMPANY, LLC’S APPLICATION FOR
APPROVAL OF THE ACQUISITION OF
THE ASSETS OF THE WATER BUSINESS
OF VALIANT IDAHO, LLC
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CASE NO. GSW-W-23-01

NOTICE OF APPLICATION

NOTICE OF
INTERVENTION DEADLINE

ORDER NO. 35690

On February 6, 2023, Gem State Water Company, LLC, (“Company” or “Gem State”)
applied for Commission approval of its acquisition of the assets of the water supply system of
Valiant Idaho, LLC (“Valiant”) and TIC Utilities, LLC (“TIC”) (collectively the “Selling Parties”).
Application, 1. The Company requests the Idaho Public Utilities Commission (“Commission”)
find this transaction consistent with the public interest and amend its Certificate of Public
Convenience and Necessity (“CPCN”) No. 2931 to include the service areas of the Selling Parties
or issuing a new CPCN to Gem State that authorizes the Company to provide water service to the
areas served by the Selling Parties. Id. at 1, 6 & 8. The Company requests its Application be
processed by Modified Procedure. Id. at 1.
The Commission now issues this Notice of Application and Notice of Intervention
Deadline establishing deadlines for interested parties to intervene.
BACKGROUND
Gem State is a regulated public utility providing water service to customers in northern
Idaho. Gem State is a wholly owned subsidiary of NW Natural Water of Idaho, LLC (“NW Natural
Water of Idaho”), which is owned by NW Natural Water Company, LLC (“NW Natural Water”),
and the Company represents there are sufficient resources to “proactively address the infrastructure

1 Gem State operates water systems through CPCN No. 293 that were previously owned by Spirit Lake East Water
Company and Lynnwood Water.
NOTICE OF APPLICATION
NOTICE OF INTERVENTION DEADLINE
ORDER NO. 35690 2
needs of the utility” and “make needed improvements to the water system.” Id. at 2, 5. The
Company has acquired other water utilities in Idaho.2 Id. at 3.
The Selling Parties own a water system that is not regulated by the Commission and
had been providing water service to “approximately 148 residential customers in or near Bonner
County, Idaho” (“Water Business”). Id. at 3. The area served by the Selling Parties is close to
territory that Gem State provides water service to. Id.
NOTICE OF APPLICATION
YOU ARE HEREBY NOTIFIED that Gem State submitted a Water System Asset
Purchase Agreement (“Agreement”), executed by the Company and the Selling Parties on
December 9, 2022. Id. The Agreement is contingent upon the Commission’s approval. Id. at 4.
YOU ARE FURTHER NOTIFIED that if the Commission approves the transaction
(“Transaction”) set forth in the Agreement Gem State will acquire the Selling Parties’ assets related
to the Water Business (“Water Business Assets”) and will provide water service to the Selling
Parties’ customers as a regulated public utility. Id. 3-4. The Water Business Assets “include real
property and personal property used to operate the Water Business, including all water rights.” Id.
at 4.
YOU ARE FURTHER NOTIFIED that Gem State requests the Commission amend
CPCN No. 293 to include the expanded service area or issue a new CPCN to the Company. Id. at
6.
YOU ARE FURTHER NOTIFIED that Gem State asserts that the Transaction is in the
public interest for the following reasons. Approval of the Transaction will allow for “access to
capital that is not currently available to the Selling Parties.” Id. at 4. Gem State also represents it
will offer expertise in operating regulated utilities. Id. The Company also contends it will maintain
or improve the level of services currently provided. Id. at 5. Further, Gem State represents that the
Company will continue operating the water system using the Selling Parties rates and charges until
it requests and the Commission approves any rate changes in a future rate proceeding. Id. at 4.
YOU ARE FURTHER NOTIFIED that Gem State asserts that “[i]f the Transaction is
approved, Gem State Water will assess what, if any, capital investments are needed.” Id. at 6. The

2 Gem State has the following CPCNs in Idaho: “a) CPCN No. 319 (Bitterroot); (b) CPCN No. 296 (Bar Circle); (c)
CPCN No. 293 (Spirit Lake East); (d) CPCN No. 390 (Happy Valley Water Systems, Inc.); (e) CPCN No. 280 (Troy
Hoffman Water Corp., Inc.); (f) CPCN No. 413 (Diamond Bar Estates); and (g) CPCN No. 293.” Id. at 6.
NOTICE OF APPLICATION
NOTICE OF INTERVENTION DEADLINE
ORDER NO. 35690 3
Company represents that “[s]uch capital investments may include installation of meters and/or
other projects.” Id.
YOU ARE FURTHER NOTIFIED that the Company intends to publish notice in the
local newspaper and mail all customers notice of the transaction. Id. at 7.
YOU ARE FURTHER NOTIFIED that the Application, testimony, and supporting
documentation have been filed with the Commission and are available for public inspection during
regular business hours at the Commission’s office. These documents are also available on the
Commission’s website at www.puc.idaho.gov. Click on the “WATER” icon, select “Open Cases,”
and click on the case number as shown on the front of this document.
YOU ARE FURTHER NOTIFIED that the Commission has jurisdiction over Gem
State, it’s filing, and the issues pertaining to this case pursuant to Title 61 of the Idaho Code.
YOU ARE FURTHER NOTIFIED that all proceedings in this matter will be conducted
pursuant to the Commission’s Rules of Procedure, IDAPA 31.01.01.000 et seq.
NOTICE OF INTERVENTION DEADLINE
YOU ARE FURTHER NOTIFIED that persons desiring to intervene in this matter to
obtain parties’ rights of participation must file a Petition to Intervene with the Commission
pursuant to this Commission’s Rules of Procedure 72 and 73, IDAPA 31.01.01.072 and -.073.
Persons who wish to intervene as a party must file a Petition to Intervene no later than 21
days after the date of service of this Order. Such persons shall also provide the Commission
Secretary with their email address to facilitate further communications. After the intervention
deadline runs, the Commission Secretary shall issue a Notice of Parties that identifies the parties
and assigns exhibit numbers to each party. Once the Notice of Parties has been issued, Commission
Staff shall confer with the Company and any intervening parties about how to further process this
case and shall then report back to the Commission on a proposed case schedule.
YOU ARE FURTHER NOTIFIED that persons who would like to present their views
without parties’ rights of participation and cross-examination do not have to intervene but may
present their views by submitting written comments to the Commission.
YOU ARE FURTHER NOTIFIED that the following persons are designated as the
Company’s representatives in this matter:

NOTICE OF APPLICATION
NOTICE OF INTERVENTION DEADLINE
ORDER NO. 35690 4
Preston N. Carter
Rebecca M. Fitz
Givens Pursley LLP
601 W. Bannock St.
Boise, ID 83702
[e-mail]
[e-mail]
[e-mail]
Eric W. Nelsen
NW Natural
250 SW Taylor St.
Portland, OR 97204
[e-mail]

ORDER
IT IS HEREBY ORDERED that the persons desiring to intervene in this case for the
purpose of obtaining parties’ rights of participation must file a Petition to Intervene with the
Commission, under Rules 71-73, IDAPA 31.01.01.071-.073, no later than 21 days after the service
date of this Order.
IT IS FURTHER ORDERED that, after the Secretary issues a Notice of Parties, Staff
will informally confer with the parties to discuss the appropriate scheduling of this case.
IT IS FURTHER ORDERED that parties comply with Order No. 35375, issued April
21, 2022. Generally, all pleadings should be filed with the Commission electronically and will be
deemed timely filed when received by the Commission Secretary. See Rule 14.02. Service between
parties should continue to be accomplished electronically when possible. However, voluminous
discovery-related documents may be filed and served on CD-ROM or a USB flash drive.

NOTICE OF APPLICATION
NOTICE OF INTERVENTION DEADLINE
ORDER NO. 35690 5

DONE by Order of the Idaho Public Utilities Commission at Boise, Idaho this 27th day
of February 2023.

__________________________________________
ERIC ANDERSON, PRESIDENT

__________________________________________
JOHN R. HAMMOND JR., COMMISSIONER

__________________________________________
EDWARD LODGE, COMMISSIONER

ATTEST:

Jan Noriyuki
Commission Secretary

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