20240223Final_Order_No_36099.pdf

ORDER NO. 36099 1
Office of the Secretary
Service Date
February 23, 2024
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION

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

ORDER NO. 36099

On October 27, 2023, the Idaho Public Utilities Commission (“Commission”) issued Order
No. 35971 in this case, approving Gem State Water Company, LLC’s (“Company”) application to
acquire the water supply system assets of Valiant Idaho, LLC (“Valiant”) and TIC, Utilities, LLC
(“TIC”) (collectively the “Selling Parties”). In addition to approving the acquisition, Order No.
35971 conditionally granted the Company’s request to amend Certificate of Public Convenience
and Necessity (“CPCN”) No. 293 to include the area served by the Selling Parties (contingent upon
the Company timely submitting certain information) and requiring the Company to take other
actions after the transaction closed.
On January 10, 2024, the Company filed a notice with the Commission indicating it had
terminated the agreement to purchase the Selling Parties’ water system assets and that the proposed
transaction would not proceed. The Company asserts that there are no more outstanding issues in
this proceeding and, therefore, it should be closed.
COMMISSION FINDINGS AND DECISION
The Commission has jurisdiction over this matter and the issues in this case under Title 61
of Idaho Code. Specifically, the Commission regulates “public utilities,” including “water
corporations” that serve the public or some portion thereof for compensation. See Idaho Code §§
61-125, -129, and -501. Having reviewed the record and the Company’s notice of termination, the
Commission finds that this case should be closed as the Company has no more outstanding
obligations under Order No. 35971. However, we direct Commission Staff (“Staff”) to take further
action as described below.
In Order No. 35971, we outlined several obligations for the Company to fulfill. Some were
to be completed within a certain time following issuance of Order No. 35971. Specifically, we
conditionally granted the Company’s request to amend its CPCN No. 293 to include the area served
by the Selling Parties’ water system, contingent upon the Company submitting certain
ORDER NO. 36099 2
documentation within 180 days. The Company’s other obligations under Order No. 35971 were to
be fulfilled after the transaction with the Selling Parties closed. For example, the Company was to
establish a separate tariff for the Selling Parties’ water system within 90 days of closing the
transaction. Because the Company will not purchase the Selling Parties’ water system, none of the
Company’s post-closing obligations will be triggered and amending the Company’s CPCN is
unnecessary. Accordingly, we find it reasonable to release the Company of any outstanding
obligations under Order No. 35971.
However, termination of the purchase agreement creates an additional issue for this
Commission to address. Specifically, the Company’s Application indicates that the Selling Parties
are not operating as a Commission regulated water utility despite potentially meeting the criteria
of a utility that falls within the Commission’s jurisdiction. Thus, termination of the agreement to
purchase the Selling Parties’ water system leaves that system in the control of entities of uncertain
regulatory status. Accordingly, we direct Staff to once again contact the Selling Parties to inquire
into their regulatory status. If Staff determines that additional action by the Commission is
necessary, Staff shall make that recommendation in a separate proceeding. As there are no other
outstanding matters in this case, we direct that it be closed.
ORDER
IT IS HEREBY ORDERED that Gem State Water Company, LLC is relieved of any
outstanding obligations imposed in Order No. 35971 and this docket shall be closed.
IT IS FURTHER ORDERED that Commission Staff shall contact representatives of
Valiant and TIC regarding their current regulatory status. If additional Commission action is
necessary in that regard, that recommendation will be made in a separate proceeding.
THIS IS A FINAL ORDER. Any person interested in this Order may petition for
reconsideration within twenty-one (21) days of the service date upon this Order regarding 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. Idaho Code §§ 61-626.
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ORDER NO. 36099 3
DONE by Order of the Idaho Public Utilities Commission at Boise, Idaho, this 23rd day of
February 2024.

ERIC ANDERSON, PRESIDENT

JOHN R. HAMMOND JR., COMMISSIONER

EDWARD LODGE, COMMISSIONER
ATTEST:

Monica Barrios-Sanchez
Commission Secretary

I:\Legal\WATER\GSW-W-23-01\Orders\GSWW2301_Termination_at.docx