Oregon Administrative Rules › Chapter 860 - PUBLIC UTILITY COMMISSION › Division 37 - WASTEWATER SERVICE REGULATION FOR JOINT WATER/WASTEWATER UTILITIES › Section 860-037-0520 - Application by a Wastewater Utility for Authority to Issue Wastewater Stocks, Bonds, Notes, or Other Securities

Current through Register Vol. 63, No. 7, July 1, 2024
(1)
			 This rule applies to wastewater utilities seeking authority under ORS
			 757.495,
			 757.405 to
			 757.435 inclusive,
			 757.445, and
			 757.450. 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
			 wastewater utility business;
(c)
			 The name and address of the person authorized, on behalf of applicant, to
			 receive notices and communications in respect to the 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; amount authorized (face value and number
			 of shares); 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) The
			 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) For construction, completion, extension,
			 or improvement of wastewater facilities, include a description of such
			 facilities and the cost thereof;
(B) For reimbursement of the applicant's
			 treasury for expenditures against securities that have not been issued, include
			 a statement giving a general description of such expenditures, the amounts and
			 accounts charged, the associated credits, if any, and the periods during which
			 the expenditures were made;
(C) For
			 refunding or discharging of wastewater obligations, include a description of
			 the obligations to be refunded or discharged. The description shall provide 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) For improvement or maintenance of
			 wastewater service include 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 wastewater utility;
(D) Does 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 the 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 or
			 757.495:
(A) Provide a statement describing the
			 relationship between the wastewater utility and the affiliated interest as
			 defined in ORS 757.015 or ORS
			 757.490:
(i) Set forth the amount, kind, and ratio to
			 total voting securities held, if applicable;
(ii) List 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).
(B) State the reasons, in detail, relied upon
			 by the wastewater utility for entering into the proposed transaction and the
			 benefits, if any, the customers receiving wastewater service and the general
			 public will derive from the transaction.