ORDER NO. 96-038

ENTERED FEB 13 1996

THIS IS AN ELECTRONIC COPY

BEFORE THE PUBLIC UTILITY COMMISSION

OF OREGON

UF 4115 (1)



In the Matter of the Application of WASHINGTON WATER POWER for an Order Authorizing the Issuance and Sale From Time to Time of up to and Including (1) $250,000,000 of its First Mortgage Bonds to be Issued in the Form of Security Medium-Term Notes, Series B; and (2) 4,000,000 Additional Shares of Common Stock, No Par Value, Under its Dividend Reinvestment and Stock Purchase Plan. )

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) SUPPLEMENTAL ORDER

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DISPOSITION: APPLICATION GRANTED WITH CONDITIONS

On December 6, 1995, Washington Water Power (Washington or Company) filed an application to extend its authority to issue no more than $250,000,000 of secured medium-term notes and 4,000,000 shares of common stock. Washington has issued approximately $116 million of notes and 2.2 million shares of stock under it original authority in this docket.

Under Commission Order No. 94-084, authority to issue debt expired

December 31, 1995, and authority to issue common stock expired January 13, 1996. The current application is being heard outside the 30-day statutory limit because of a processing error which occurred at the time of filing. Washington requests that its authority to issue either medium-term notes or common stock be extended through January 13, 1998, or when the merger between it and the Sierra Pacific Power Co. is completed, whichever is first.

Medium-term notes have become one of the primary sources of debt finance for public utilities, and provide relatively quick access to debt capital. The common stock is being issued under a dividend reinvestment plan (DRIP). Washington's DRIP is generally similar to others in the industry, and allows equity investors to reinvest their dividends in the company without high underwriting costs or stock brokerage fees. Consequently, DRIPs are an inexpensive source of equity capital for utilities.

On January 25, 1996, the Company amended its application with a more definitive statement on the use of proceeds. Washington will use proceeds from the sale of securities for the acquisition of utility property or the construction, extension or improvement of utility facilities; the improvement or maintenance of service; the discharge or lawful refunding of its obligations (such as relatively higher-coupon debt and maturing debt previously authorized by the Commission); and, refunding the company's treasury expended on utility purposes. To the extent the company's treasury is refunded, the original expenditures, or their precedents, were made for purposes described by ORS 757.415(1)(a), (b), or (e). To the extent that obligations are discharged or refunded, those obligations or their precedents were used for purposes described by ORS 757.415(1)(a), (b), or (e). Washington will file a new financing application, pursuant to ORS 757.415, when it completes its proposed merger with Sierra Pacific Power.

At its February 6, 1996, public meeting, the Commission reviewed the staff recommendation and approved the supplemental application with conditions.

ORDER

IT IS ORDERED that:

The supplemental application of Washington Water Power Company to extend its authority to issue no more than $250,000,000 of secured medium-term notes and 4,000,000 shares of common stock through January 13, 1998, or when the merger between it and the Sierra Pacific Power Company is completed, whichever is first, is granted, subject to the following conditions:

  1. Washington Water Power Company shall maintain investment-grade bond ratings on its senior secured debt from at least two nationally recognized bond rating agencies if it does not merge with Sierra Pacific Power.
  2. Washington shall file, as soon as possible after each sale in the case of medium-term notes, and annually in the case of common stock issued under the dividend investment plan, a report of securities issued and disposition of net proceeds statement.
  3. Washington shall file demonstrations that refunding was economic if debt proceeds are used for early refunding of existing debt.
  4. Commission Order No. 94-084 shall, to the extent not specifically affected by this order, remain in full force and effect.


Made, entered, and effective ________________________.

BY THE COMMISSION:

______________________________

Judy C. Colvin

Commission Secretary

 

A party may request rehearing or reconsideration of this order within 60 days pursuant to ORS 756.561. A party may appeal this order pursuant to ORS 756.580.