Oregon Administrative Rules › Chapter 860 - PUBLIC UTILITY COMMISSION › Division 27 - BUDGETS, FINANCE, ACCOUNTING AND ANNUAL REPORTS › Section 860-027-0030 - Application by an Energy or Large Telecommunications Utility for Authority to Issue Stocks, Bonds, Notes, or Other Securities

Current through Register Vol. 63, No. 7, July 1, 2024
(1) The requirements of this rule will apply
			 to any energy or large telecommunications utility seeking authority under ORS
			 757.495, ORS
			 757.405 through
			 757.435, ORS
			 757.445, ORS
			 757.450, ORS
			 759.390, ORS
			 759.305 through
			 759.345, ORS
			 759.355, and ORS
			 759.360. Every applicant shall
			 set forth in this application to the Commission, in the manner and form and in
			 the order indicated, the following information:
(a) The applicant's exact name and the
			 address of its principal business office;
(b) The state in which incorporated, the date
			 of incorporation, and the other states in which authorized to transact utility
			 business;
(c) Name and address of
			 person authorized, on behalf of applicant, to receive notices and
			 communications in respect to application;
(d) The names, titles and addresses of the
			 principal officers of the applicant;
(e) A description of the general character of
			 the business done and to be done, and a designation of the territories served.
			 A map showing the territories served is desirable;
(f) A statement, as of the date of the
			 balance sheet submitted with the application, showing for each class and series
			 of capital stock: brief description; the amount authorized (face value and
			 number of shares); the amount outstanding (exclusive of any amount held in the
			 treasury), held amount as reacquired securities; amount pledged by applicant;
			 amount owned by affiliated interests, and amount held in any fund;
(g) A statement, as of the date of the
			 balance sheet submitted with the application, showing for each class and series
			 of long-term debt or notes: brief description (amount, interest rate and
			 maturity); amount authorized; amount outstanding (exclusive of any amount held
			 in the treasury); amount held as reacquired securities; amount pledged by
			 applicant; amount held by affiliated interests; and amount in sinking and other
			 funds;
(h) A full description of
			 the securities proposed to be issued, showing: kind and nature of securities or
			 liabilities; amount (face value and number of shares); interest or dividend
			 rate, if any; date of issue and date of maturity; and voting privileges, if
			 any;
(i) A reasonably detailed and
			 precise description of the proposed transaction, including a statement of the
			 reasons why it is desired to consummate the transaction and the anticipated
			 effect thereof. If the transaction is part of a general program, describe the
			 program and its relation to the proposed transaction. Such description shall
			 include, but is not limited to, the following:
(A) A description of the proposed method of
			 issuing and selling the securities;
(B) A statement of whether such securities
			 are to be issued pro rata to existing holders of the applicant's securities or
			 issued pursuant to any preemptive right or in connection with any liquidation
			 or reorganization;
(C) A statement
			 showing why it is in applicant's interest to issue securities in the manner
			 proposed and the reason(s) why it selected the proposed method of sale;
			 and
(D) A statement that exemption
			 from the competitive bidding requirements of any federal or other state
			 regulatory body has or has not been requested or obtained, and a copy of the
			 action taken thereon when available.
(j) The name and address of any person
			 receiving or entitled to a fee for service (other than attorneys, accountants
			 and similar technical services) in connection with the negotiation or
			 consummation of the issuance or sale of securities, or for services in securing
			 underwriters, sellers or purchasers of securities, other than fees included in
			 any competitive bid; the amount of each such fee, and facts showing the
			 necessity for the services and that the fee does not exceed the customary fee
			 for such services in arm's-length transactions and is reasonable in the light
			 of the cost of rendering the service and any other relevant factors;
(k) A statement showing both in total amount
			 and per unit the price to the public, underwriting commissions and net proceeds
			 to the applicant. Supply also the information (estimated if necessary) required
			 in section (4) of this rule. If the securities are to be issued directly for
			 property, then a full description of the property to be acquired, its location,
			 its original cost (if known) by accounts, with the identification of the person
			 from whom the property is to be acquired, must be furnished. If original cost
			 is not known, an estimate of original cost based, to the extent possible, upon
			 records or data of the seller and applicant or their predecessors must be
			 furnished, with a full explanation of how such estimate has been made, and a
			 description and statement of the present custody of all existing pertinent data
			 and records. A statement showing the cost of all additions and betterments and
			 retirements, from the date of the original cost, should also be
			 furnished;
(l) Purposes for which
			 the securities are to be issued. Specific information will be submitted with
			 each filing for the issuance of bonds, stocks or securities:
(A) Construction, completion, extension or
			 improvement of facilities. A description of such facilities and the cost
			 thereof;
(B) Reimbursement of the
			 applicant's treasury for expenditures against which securities have not been
			 issued. A statement giving a general description of such expenditures, the
			 amounts and accounts to which charged, the associated credits, if any, and the
			 periods during which the expenditures were made;
(C) Refunding or discharging of obligations.
			 A description of the obligations to be refunded or discharged, including the
			 character, principal amounts discount or premium applicable thereto, date of
			 issue and date of maturity, purposes to which the proceeds were applied and all
			 other material facts concerning such obligations; and
(D) Improvement or maintenance of service. A
			 description of the type of expenditure and the estimated cost in reasonable
			 detail;
(m) A statement
			 as to whether or not any application, registration statement, etc., with
			 respect to the transaction or any part thereof, is required to be filed with
			 any federal or other state regulatory body;
(n) The facts relied upon by the applicant to
			 show that the issue:
(A) Is for some lawful
			 object within the corporate purposes of the applicant;
(B) Is compatible with the public
			 interest;
(C) Is necessary or
			 appropriate for or consistent with the proper performance by the applicant of
			 service as a utility;
(D) Will not
			 impair its ability to perform that service;
(E) Is reasonably necessary or appropriate
			 for such purposes; and
(F) If filed
			 under ORS 757.495, is fair and reasonable
			 and not contrary to public interest;
(o) A brief statement of all rights to be a
			 corporation, franchises, permits and contracts for consolidation, merger or
			 lease included as assets of the applicant or any predecessor thereof, the
			 amounts actually paid as consideration therefore, respectively, and the facts
			 relied upon to show the issuance of the securities for which approval is
			 requested will not result in the capitalization of the right to be a
			 corporation or of any franchise, permit or contract for consolidation, merger
			 or lease in excess of the amount (exclusive of any tax or annual charge)
			 actually paid as the consideration for such right, franchise, permit or
			 contract; and
(p) If filed under
			 ORS 757.490, ORS
			 757.495, ORS
			 759.385, or ORS
			 759.390:
(A) A statement describing the relationship
			 between the utility and the affiliated interest as defined in ORS
			 757.015, ORS
			 757.490, ORS
			 759.010, or ORS
			 759.385:
(i) Set forth the amount, kind and ratio to
			 total voting securities held, if applicable;
(ii) A list of all officers and directors of
			 the affiliated interest who are also officers and/or directors of the
			 applicant; and
(iii) State the
			 pecuniary interest of any officer or director in compliance with ORS
			 757.490(1) or
			 ORS 759.385(1).
(B) The reasons, in detail, relied upon by
			 the utility for entering into the proposed transaction and the benefits, if any
			 customers of the utility and the general public will derive from the
			 transaction.