Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Form S-3
UNDER
THE SECURITIES ACT OF 1933
Nevada Power Company
NEVADA (State or other jurisdiction of incorporation or organization) | 88-0420104 (I.R.S. Employer Identification No.) |
6226 West Sahara Avenue
Las Vegas, Nevada 89146
(702)
(Address, including zip code, and telephone number,
Colleen J. Rice, Esq.
Senior Vice President, Chief Financial Officer
Nevada Power Company
6226 West Sahara Avenue
Las Vegas, Nevada 89146
(702)
With a copy to:
M. Christopher Hall
Perkins Coie LLP
1120 N.W. Couch Street, Tenth Floor
Portland, Oregon 97209
(503) 727-2000
Approximate date of commencement of proposed sale of the securities to the public:
From Time To Time After The Effective Date Of Thistime to time after the effective date of this Registration Statement, As Determined By Market Conditions And Other Factors.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 (the "Securities Act"), other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. þý
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is to be a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a registration statement pursuant to General Instruction I.D. or a post effectivepost-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o
If this Form is a post effectivepost-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act (Check one):
| Large Accelerated Filer o | Accelerated Filer o | Non-accelerated Filer ý (Do not check if smaller reporting company) | Smaller reporting company o |
CALCULATION OF REGISTRATION FEE
| Title of Each Class of Securities to be Registered | Proposed maximum aggregate offering price(1) | Amount of Registration Fee(2) | ||
|---|---|---|---|---|
General and Refunding Mortgage Securities | $1,750,000,000 | $176,225 | ||
| ||||
| Proposed Maximum | Proposed Maximum | Amount of | ||||||||||
| Title of Each Class of | Amount to be | Offering | Aggregate | Registration | ||||||||
| Securities to be Registered | Registered(1) | Price per Unit | Offering Price(3) | Fee(4) | ||||||||
| General and Refunding Mortgage Securities | ||||||||||||
| Preferred Stock | ||||||||||||
| Total(5) | $600,000,000 | $600,000,000 | $64,200 | |||||||||
- (1)
- Estimated in accordance with Rule 457 under the Securities Act solely for the purpose of calculating the registration fee.
- (2)
- Calculated in accordance with Rule 457(o) under the Securities Act.
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
| Table of Contents The information in |
Subject to Completion, dated September 30, 2016
PROSPECTUS
$1,750,000,000
NEVADA POWER COMPANY
GENERAL AND REFUNDING MORTGAGE SECURITIES
Nevada Power Company, a Nevada corporation, may offer and sell General and Refunding Mortgage Securities (the "Securities") from time to time upin one or more offerings. We may offer these Securities in one or more separate series, and in amounts, at prices and on terms we determine at or prior to $600,000,000the time of our:
This prospectus provides you with a prospectus supplement describinggeneral description of these Securities. We will provide specific information about the offering and the terms of these Securities in one or more supplements to this prospectus. The supplements may also add, update or change information contained in this prospectus. We will not offer and sell our Securities unless this prospectus is accompanied by a prospectus supplement. You should read this prospectus and the specific issue of securities includingrelated prospectus supplements carefully before you invest in these Securities.
Investing in our Securities involves certain risks. See "Risk Factors" on page 2.
We may offer and sell these Securities through one or more underwriters, dealers or agents. We will set forth in the offering pricerelated prospectus supplement the names of the securities.
The securities will not be found inside under “Plan of Distribution.” We will further describe the plan of distribution forlisted on any securities offered hereunderexchange or included in any automated quotation system. Currently, there is no public market for the applicable prospectus supplement.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus is , 2005.
About This Prospectus | 1 | |||||||
Forward-Looking Statements | 1 | |||||||
Nevada Power Company | 2 | |||||||
Risk Factors | 2 | |||||||
Ratios of Earnings to Fixed Charges | 2 | |||||||
Use Of Proceeds | 2 | |||||||
Where You Can Find More Information | 2 | |||||||
Description Of The General And Refunding Mortgage Securities | 4 | |||||||
Book-Entry, Delivery and Form | 17 | |||||||
Plan of Distribution | 19 | |||||||
Legal Matters | 21 | |||||||
Experts | ||||||||
We have not authorized anyone to give you any information other than this prospectus and any supplements to this prospectus. You should not assume that the information contained in this prospectus, any prospectus supplement, any document incorporated by reference in this prospectus or any free writing prospectuses is accurate as of any date other than the date mentioned on the cover page of those documents. Our business, financial condition and results of operations may have changed since that date. We are not offering to sell the Securities and we are not soliciting offers to buy the Securities in any jurisdiction in which offers are not permitted.
This prospectus is part of a registration statement (No. 333- )on Form S-3 that weNevada Power Company filed with the U.S. Securities and Exchange Commission utilizing a shelf(the "SEC") using the "shelf" registration process. Under this shelf registration process, we may, offerfrom time to time, sell the general and refunding mortgage securities and the preferred stockSecurities described in this prospectus in one or more offerings with a total aggregate principal amount or initial purchase price not to exceed $600,000,000. In this prospectus, we refer to the general and refunding mortgage securities and the preferred stock collectively as the “securities”.offerings. This prospectus provides you with a general description of the securities we may offer.Securities. Each time we offer securities,sell Securities, we will provide you with a prospectus supplement that will contain specific information about the terms of that offering. That prospectus supplement may include or incorporate by reference a detailed and ifcurrent discussion of any risk factors and will discuss any special considerations applicable a pricing supplement.to those Securities. The prospectus supplement and any applicable pricing supplement will describe the specific amounts, prices and terms of the general and refunding mortgage securities being offered and, in the case of the preferred stock, will describe the offering price and any other terms of the preferred stock. The prospectus supplement and any applicable pricing supplement may also add, to, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with additional information described under "Where You Can Find More Information." If there is any inconsistency between the information in this prospectus. It is important for you to readprospectus and consider all information contained or incorporated by reference in this prospectus, the applicableany prospectus supplement and any applicable pricing supplement. Yourelated to offered Securities, you should also read and consider the information in the documents to which we have referred you in “Where You Can Find More Information” in this prospectus.
The distribution of this prospectus and the applicable prospectus supplement and any applicable pricing supplement and the offering of the securitiesSecurities in certain jurisdictions may be restricted by law. This prospectus does not constitute an offer, or any invitation on our behalf, to subscribe to or purchase any of the securities,Securities, and may not be used for or in connection with an offer or solicitation by anyone, in any jurisdiction in which such an offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation.
In this prospectus, "Nevada Power," the "Company," "we," "us," and "our" refer specifically to Nevada Power Company and our subsidiaries, unless the context otherwise requires.
This prospectus, any accompanying prospectus supplement and the informational requirementsadditional information described under the heading "Where You Can Find More Information" may contain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”"Exchange Act"), which are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are "forward-looking statements" for purposes of these provisions. Examples include discussions as to our expectations, beliefs, plans, goals, objectives and filefuture financial or other performance or assumptions concerning matters discussed, including through incorporation by reference, in this prospectus. This information, by its nature, involves estimates, projections, forecasts, risks and uncertainties that could cause actual results or outcomes to differ substantially from those expressed in the forward-looking statements found in this prospectus and the documents incorporated by reference in this prospectus.
Our business is influenced by many factors that are difficult to predict, involve uncertainties that may materially affect actual results and are often beyond our ability to control. We have identified a number of these factors in our filings with the SEC, including any Form 10-K, Form 10-Q and Form 8-K incorporated by reference in this prospectus, and we refer you to those reports for further information.
Any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which it is made. The forward-looking statements in this prospectus and the documents incorporated by reference in this prospectus are qualified in their entirety by the preceding cautionary statements.
We are a public utility principally engaged in the business of generating, transmitting, distributing and selling electricity in the State of Nevada. We provide electricity to approximately 900,000 retail customers, including residential, commercial and industrial customers primarily in the Las Vegas, North Las Vegas, Henderson and adjoining areas.
We are an indirect subsidiary of Berkshire Hathaway Energy Company ("BHE"), a holding company based in Des Moines, Iowa that owns subsidiaries principally engaged in energy businesses. BHE is a consolidated subsidiary of Berkshire Hathaway Inc. BHE controls all of our voting securities.
We are incorporated in Nevada. Our principal executive offices are located at 6226 West Sahara Avenue, Las Vegas, Nevada 89146 and our telephone number is (702) 402-5000.
Investing in our Securities involves risk. Before purchasing any Securities we offer, you should carefully consider the risk factors and the other information withincorporated by reference in this prospectus, as well as the other information contained in this prospectus, and any prospectus supplement, in order to evaluate an investment in our Securities. See "Forward-Looking Statements" and "Where You Can Find More Information" in this prospectus. Additional risks and uncertainties that are not yet identified or that we currently believe are immaterial may also materially harm our business, operating results and financial condition and could result in a loss on your investment.
RATIOS OF EARNINGS TO FIXED CHARGES
| Six Month Periods Ended June 30, | Years Ended December 31, | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2016 | 2015 | 2015 | 2014 | 2013 | 2012 | 2011 | ||||||||||||||
| 2.1 | 2.4 | 3.4 | 2.7 | 2.1 | 2.8 | 1.8 | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
Unless we indicate differently in a supplement to this prospectus, we intend to use the net proceeds from the issuance and sale of the Securities offered by this prospectus for any or all of the following purposes: (a) to refinance long-term debt at maturity or earlier redemption or purchase, (b) to repay short-term debt, (c) to accomplish other general corporate purposes and Exchange Commission. Such reports, proxy statements and other information filed by us with the Securities and Exchange Commission can be inspected and copied at the public reference facilities maintained by the Securities and Exchange Commission at the Securities and Exchange Commission’s Public Reference Room, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Information on the public reference rooms and their copy charges may be obtained from the Securities and Exchange Commission by calling 1-800-SEC-0330. The Securities and Exchange Commission also maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding registrants, including us, that have been filed electronically with the Securities and Exchange Commission. Our Securities and Exchange Commission filings are also available on(d) to reimburse our website atwww.nevadapower.com. The contentstreasury for funds previously expended for any of our website are not incorporated into this prospectus.
WHERE YOU CAN FIND MORE INFORMATION
We have filed a registration statement on Form S-3 with the Securities and Exchange CommissionSEC covering the securities.Securities. This prospectus is part of that registration statement. As allowed by the Securities and Exchange Commission’sSEC's rules, this prospectus does not contain all of the information you can find in the registration statement and the exhibits to the registration statement. Because the prospectus may not
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We file annual, quarterly and special reports and other information with the SEC. You may read and copy these materials at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-732-0330 for further information on the Public Reference Room. The SEC also maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers, like us, that file electronically with the SEC. Our SEC filings are also available to the public from the SEC's Internet site at http://www.sec.gov.
The Securities and Exchange CommissionSEC allows us to incorporate by reference the information we file with them, which means:
- •
- incorporated documents are considered part of the prospectus;
- •
- we disclose important information to you by referring you to those documents; and
- •
- information that we file with the SEC will automatically update and supersede this incorporated information.
We incorporate by reference the documents listed below, which were filed with the Securities and Exchange CommissionSEC under the Exchange Act:
- •
- our Annual Report on Form 10-K for the year ended December 31, 2015;
- •
- our Quarterly Report on Form 10-Q for the quarter ended March 31, 2016; and
- •
- our Quarterly Report on Form 10-Q for the quarter ended June 30, 2016.
We also incorporate by reference each of the following documentsdocument that we willsubsequently file with the Securities andSEC under Section 13(a), 13(c) or 15(d) of the Exchange CommissionAct after the date of this prospectus (but only to the extent the information therein is filed and not furnished), including all such documents we may file with the SEC after the date of the initial registration statement and prior to the effectiveness of the registration statement, until this offering is completed or after the date of this initial registration statement and before effectiveness of the registration statement:
You should rely only on information contained or incorporated by reference in this prospectus. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.
You should assume that the information appearing in this prospectus is accurate as of the date of this prospectus only. Our business, financial condition and results of operations may have changed since that date.
You may request a copy of any filings referred to above (excluding exhibits)(other than exhibits to such documents unless such exhibits are specifically incorporated by reference therein), at no cost, by contactingwriting or calling us at the following address:
Nevada communities of Las Vegas, North Las Vegas, Henderson, Searchlight, Laughlin and their adjoining areas. We also provide electricity to Nellis Air Force Base, the Department of Energy at Mercury and Jackass Flats at the Nevada Test Site. We are the only
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6226
Las Vegas, Nevada 89146
Attention: Mike Cole, Treasurer
Telephone: (702) 402-5000
Copies of the reports and our telephone number is (702) 367-5000.
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| For the Nine | ||||||||||||||||||||||||||||
| Months Ended | ||||||||||||||||||||||||||||
| Year Ended December 31, | September 30, | |||||||||||||||||||||||||||
| 2000 | 2001 | 2002 | 2003 | 2004 | 2004 | 2005 | ||||||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||||||
| Ratio of Earnings to Fixed Charges(1)(2) | — | 1.82x | — | 1.08x | 2.03x | 1.98x | 1.98x | |||||||||||||||||||||
DESCRIPTION OF
General
From time to time we may issue one or more series of General and Refunding Mortgage Securities (the “G&R Securities”(a "Security" or the "Securities"). Below is a description of the general terms of the G&R Securities. The particular terms of a series of G&R Securities will be described in a prospectus supplement.
The Securities will be issued under the General and Refunding Mortgage Indenture, dated as of May 1, 2001, as amended and supplemented to the date hereof (the “G"G&R Indenture”Indenture"), between us and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”"Trustee").
The G&R Indenture has previously been filed with the SEC and is being incorporated by reference as an exhibit to the registration statement of which this prospectus is a part, and the officer's certificate or other instrument establishing the Securities of a particular series will be so filed or will otherwise be incorporated by reference into this prospectus. The G&R Indenture is qualified under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"). The following summaries of certain provisions of the G&R Indenture and the Securities do not purport to be complete and are subject to, and qualified in their entirety by reference to, all of the provisions of the G&R Indenture and the Securities.
The G&R Indenture does not limit the amount of G&R Securities that we may issue. The G&R Securities will rank equally in right of payment with existing and future securities issued under the G&R Indenture, and will be senior in right of payment to all of our existing and future subordinated indebtedness. We are subject to regulation by state utility commissions, which may impose limitations on investment returns or otherwise impact the amount of dividends which we may declare and pay. We are also subject to a federal statutory limitation on the payment of dividends. We have entered into certain
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Each prospectus supplement will describe the terms of a series of G&R Securities, including:
Unless the terms of the securitiesSecurities specify otherwise, the provisions of the G&R Indenture permit us, without the consent of holders of any G&R Securities, to issue additional G&R Securities with terms
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We will pay or deliver principal and any premium, Additional Amounts, and interest in the manner, at the places and subject to the restrictions described in the G&R Indenture, the G&R Securities and the applicable prospectus supplement.
Description of the G&R Indenture
General
Except as otherwise contemplated below under this heading and subject to the exceptions specifically discussed under “Release"Release of Property”Property" and “Defeasance,”"Defeasance," all Outstandingoutstanding securities issued pursuant to the G&R Indenture Securities,(the "Indenture Securities"), equally and ratably, will be secured by the lien of the G&R Indenture on substantially all properties owned by us and located in the State of Nevada (and not excepted or released from the lien thereof), and improvements, extensions and additions to, and renewals and replacements of, such properties, which lien, as to such properties, will be junior, subject and subordinate to the respective liens of our existing First Mortgage Indenture.
Capitalized terms used under this heading (“("Description of the G&R Indenture”Indenture") whichthat are not otherwise defined in this prospectus shall have the meanings ascribed thereto in the G&R Indenture. References to article and section numbers herein, unless otherwise indicated,under this heading are references to article and section numbers of the G&R Indenture.
Lien of the initial series of securities under the G&R Indenture we will not issue any additional bonds under the First Mortgage Indenture, except (a) as necessary to replace any mutilated, lost or destroyed bonds or to effect exchanges and transfers of bonds, and (b) up to $195 million of First Mortgage Bonds to cover certain of our negative pledge obligations and for other financing-related purposes of which $115 million has been issued. The G&R Indenture also provides that, as soon as practicable after we become entitled to release and discharge of the First Mortgage Indenture, we will take all necessary action to obtain and effect the release and cancellation of the lien of the First Mortgage Indenture upon any of the Mortgaged Property. (See Section 7.02.) Under certain series of securities issued under the G&R Indenture, we have agreed to not issue any additional first mortgage bonds.
General
The G&R Indenture constitutes a lien on substantially all of our real property and tangible personal property located in the State of Nevada, other than property excepted from the lien thereof and such property as may have been released from the lien thereof in accordance with the terms thereof, subject to no liens prior to the lien of the G&R Indenture other than the lien of the First Mortgage Indenture (so long as the same remains in effect), Permitted Liens and certain other liens permitted to exist.
The G&R Indenture provides that after-acquired property (other than excepted property) located in the State of Nevada will be subject to the lien of the G&R Indenture;provided, however,, that in the case of consolidation or merger (whether or not we are the surviving corporation) or transfer of the
Mortgaged Property as or substantially as an entirety, the G&R Indenture will not be required to be a lien upon any of the properties then owned or thereafter acquired by the successor corporation except properties acquired from us in or as a result of such transaction and improvements, extensions and additions (as defined in the G&R Indenture) to such properties and renewals, replacements and substitutions of or for any part or parts thereof. (See Article XIII and “Consolidation,"Consolidation, Merger, etc.”" herein.) In addition, after-acquired property may be subject to liens existing or placed thereon at the time of acquisition thereof, including, but not limited to, Purchase Money Liens (as hereinafter defined), and, in certain circumstances, to liens
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Without the consent of the Holders, we may enter into supplemental indentures with the Trustee in order to subject to the lien of the G&R Indenture additional property (including property which would otherwise be excepted from such lien). (See Section 14.01.) Such property would thereupon constitute Property Additions (so long as it would otherwise qualify as Property Additions as described below) and be available as a basis for the issuance of Indenture Securities. (See “— "—Issuance of Additional Indenture Securities.”")
Excepted Property
There are excepted from the lien of the G&R Indenture, among other things, cash, deposit accounts, securities; contracts, leases and other agreements of all kinds; contract rights, bills, notes and other instruments; revenues, accounts and accounts receivable and unbilled revenues, claims, demands and judgments; governmental and other licenses, permits, franchises, consents and allowances (except to the extent that any of the same constitute rights or interests relating to the occupancy or use of real property); certain intellectual property rights, domain names and other general intangibles; vehicles, movable equipment and aircraft; all goods, stock in trade, wares, merchandise and inventory held for sale or lease in the ordinary course of business; materials, supplies, inventory and other personal property consumable in the operation of the Mortgaged Property; fuel; portable tools and equipment; furniture and furnishings; computers and data processing, telecommunications and other facilities used primarily for administrative or clerical purposes or otherwise not used in connection with the operation or maintenance of electric or gas utility facilities; coal, ore, gas, oil and other minerals and timber; electric energy, gas (natural or artificial), steam, water and other products generated, produced, manufactured, purchased or otherwise acquired by us; real property, gas wells, pipe lines, and other facilities used primarily for the production or gathering of natural gas; and leasehold interests held by us as lessee. (See Granting Clauses.)
Our properties located outside of the State of Nevada are not subject to the lien of the G&R Indenture.
Permitted Liens
The lien of the G&R Indenture is subject to Permitted Liens and certain other liens permitted to exist. For purposes of the G&R Indenture, Permitted Liens includes any and all of the following, among other, liens: (a) liens for taxes which are not delinquent or are being contested in good faith; (b) mechanics’mechanics', workmen’sworkmen's and similar liens and other liens arising in the ordinary causecourse of business; (c) liens in respect of judgments (i) in an amount not exceeding the greater of $10 million and 3% of the aggregate principal amount of Indenture Securities then Outstanding or (ii) with respect to which we shall in good faith be prosecuting an appeal or shall have the right to do so; (d) easements, leases or other rights of others in, and defects in title to, the Mortgaged Property which do not in the aggregate materially impair our use of the Mortgaged Property considered as a whole; (e) certain defects, irregularities and limitations in title to real property subject to rights-of-way in our favor or used primarily for right-of-way purposes; (f) liens securing indebtedness of others upon real property used for transmission or distribution or otherwise to obtain rights-of-way; (g) leases existing at the date
of the G&R Indenture and subsequent leases for not more than 10 years or which do not materially impair our use of the property subject thereto; (h) liens of lessors or licensors for amounts due which are not delinquent or are being contested; (i) controls, restrictions or obligations imposed by Governmental Authorities upon our property or the operation thereof; (j) rights of Governmental Authorities to purchase or designate a purchase of our property; (k) liens required by law or governmental regulation as a condition to the transaction of any business or the exercise of any privilege or license, or to enable us to maintain self-insurance or to participate in any funds established to cover insurance risks or in connection with workmen’sworkmen's compensation, unemployment insurance, social security or any pension or welfare benefit plan or program; (l) liens to secure duties or public or statutory obligations or surety, stay or appeal bonds; (m) rights of others to take minerals, timber, electric energy, gas, water, steam or other products produced by us or by
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Trustee’sTrustee's Lien.
The G&R Indenture provides that the Trustee will have a lien, prior to the lien on behalf of the holders of Indenture Securities, upon the Mortgaged Property for the payment of its reasonable compensation and expenses and for indemnity against certain liabilities. (See Section 11.07.)
Issuance of Additional Indenture Securities
The aggregate principal amount of Indenture Securities which may be authenticated and delivered under the G&R Indenture is unlimited. (See Section 3.01.) Securities of any series may be issued from time to time on the basis of Property Additions, Retired Securities and cash deposited with the trustee, and in an aggregate principal amount not exceeding:
- (i)
- 70% of the Cost or Fair Value to us (whichever is less) of Property Additions (as described below) which do not constitute Funded Property (generally, Property Additions which have been made the basis of the authentication and delivery of Indenture Securities, the release of Mortgaged Property or the withdrawal of cash, which have been substituted for retired Funded Property or which have been used for other specified purposes) after certain deductions and additions, primarily including adjustments to offset property retirements;
- (ii)
- the aggregate principal amount of Retired Securities; and
- (iii)
- an amount of cash deposited with the Trustee. (See Article IV.)
Property Additions generally include any property which is owned by us and is subject to the lien of the G&R Indenture except (with certain exceptions) goodwill, going concern value rights or intangible property, or any property the cost of acquisition or construction of which is properly chargeable to one of our operating expense accounts. (See Section 1.03.)
Retired Securities means, generally, (a) Indenture Securities which are no longer Outstanding under the G&R Indenture, which have not been retired by the application of Funded Cash and which have not been used as the basis for the authentication and delivery of Indenture Securities, the release of property or the withdrawal of cash and (b) certain bonds issued under the First Mortgage Indenture which have been retired.cash.
Release of Property
Unless an Event of Default has occurred and is continuing, we may obtain the release from the lien of the G&R Indenture of any Funded Property, except for cash held by the Trustee, upon delivery to the Trustee of an amount in cash equal to the amount, if any, by which 70% of the Cost of the property to be released (or, if less, the Fair Value to us of such property at the time it became Funded Property) exceeds the aggregate of:
- (1)
- an amount equal to 70% of the aggregate principal amount of obligations secured by Purchase Money Lien upon the property to be released and delivered to the Trustee, subject to certain limitations described below;
- (2)
- an amount equal to 70% of the Cost or Fair Value to us (whichever is less) of certified Property Additions not constituting Funded Property after certain deductions and additions, primarily including adjustments to offset property retirements (except that such adjustments need not be made if such Property Additions were acquired or made within the 90-day period preceding the release);
- (3)
- the aggregate principal amount of Indenture Securities we would be entitled to issue on the basis of Retired Securities (with such entitlement being waived by operation of such release);
- (4)
- any amount of cash and/or an amount equal to 70% of the aggregate principal amount of obligations secured by Purchase Money Lien upon the property released delivered to the trustee or other holder of a lien prior to the lien of the G&R Indenture, subject to certain limitations described below;
- (5)
- the aggregate principal amount of Indenture Securities delivered to the Trustee (with such Indenture Securities to be canceled by the Trustee); and
- (6)
- any taxes and expenses incidental to any sale, exchange, dedication or other disposition of the property to be released. (See Section 8.03.)
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Property whichthat is not Funded Property may generally be released from the lien of the G&R Indenture without depositing any cash or property with the Trustee as long as (a) the aggregate amount of Cost or Fair Value to us (whichever is less) of all Property Additions which do not constitute Funded Property (excluding the property to be released) after certain deductions and additions, primarily including adjustments to offset property retirements, is not less than zero or (b) the Cost or Fair Value (whichever is less) of property to be released does not exceed the aggregate amount of the Cost or Fair Value to us (whichever is less) of Property Additions acquired or made within the 90-day period preceding the release. (See Section 8.04.)
The G&R Indenture provides simplified procedures for the release of minor properties and property taken by eminent domain, and provides for dispositions of certain obsolete property and grants or surrender of certain rights without any release or consent by the Trustee. (See Sections 8.05, 8.07 and 8.08.)
If we retain any interest in any property released from the lien of the G&R Indenture, the G&R Indenture will not become a lien on such property or such interest therein or any improvements, extensions or additions to such property or renewals, replacements or substitutions of or for such property or any part or parts thereof. (See Section 8.09.)
Withdrawal of Cash
Unless an Event of Default has occurred and is continuing and subject to certain limitations, cash held by the Trustee may, generally, (1) be withdrawn by us (a) to the extent of an amount equal to 70% the Cost or Fair Value to us (whichever is less) of Property Additions not constituting Funded Property, after certain deductions and additions, primarily including adjustments to offset retirements (except that such adjustments need not be made if such Property Additions were acquired or made within the 90-day period preceding the withdrawal) or (b) in an amount equal to the aggregate principal amount of Indenture Securities that we would be entitled to issue on the basis of Retired Securities (with the entitlement to such issuance being waived by operation of such withdrawal) or (c) in an amount equal to the aggregate principal amount of any Outstanding Indenture Securities then Outstanding delivered to the Trustee; or (2) upon our request, be applied to (a) the purchase of Indenture Securities or (b) the payment (or provision therefor) at Stated Maturity of any Indenture Securities or the redemption (or provision therefor) of any Indenture Securities which are redeemable. (See Section 8.06.)
9Consolidation, Merger, etc.
Modification of G&R Indenture
Modification Without Consent
Without the consent of any Holders, we may enter into one or more supplemental indentures with the Trustee for any of the following purposes:
- (a)
- to evidence the succession of another Person to us and the assumption by any such successor of our covenants in the G&R Indenture and in the Indenture Securities; or
- (b)
- to add one or more covenants by us or other provisions for the benefit of all Holders or for the benefit of the Holders of, or to remain in effect only so long as there shall be outstanding, Indenture Securities of one or more specified series (for the purposes of this subsection, "series" includes all tranches thereof), or to surrender any right or power conferred upon us by the G&R Indenture; or
- (c)
- to correct or amplify the description of any property at any time subject to the lien of the G&R Indenture; or better to assure, convey and confirm to the Trustee any property subject or required to be subjected to the lien of the G&R Indenture; or to subject to the lien of the G&R Indenture additional property (including property of others), to specify any additional Permitted Liens with respect to such additional property and to modify the provisions in the G&R Indenture for dispositions of certain types of property without release in order to specify any additional items with respect to such additional property; or
- (d)
- to change or eliminate any provision of the G&R Indenture or to add any new provision to the G&R Indenture,provided that if such change, elimination or addition adversely affects the interests of the Holders of the Indenture Securities of any series in any material respect, such change, elimination or addition will become effective with respect to such series only when no Indenture Security of such series remains Outstanding; or
- (e)
- to establish the form or terms of the Indenture Securities of any series as permitted by the G&R Indenture; or
- (f)
- to provide for the authentication and delivery of bearer securities and coupons appertaining thereto representing interest, if any, thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice to, and the solicitation of the vote or consent of, the holders thereof, and for any and all other matters incidental thereto; or
- (g)
- to evidence and provide for the acceptance of appointment by a successor trustee or by a co-trustee; or
- (h)
- to provide for the procedures required to permit the utilization of a non-certificated system of registration for all, or any series of, the Indenture Securities; or
- (i)
- to change any place or places where (1) the principal of and premium, if any, and interest, if any, on all or any series of Indenture Securities will be payable, (2) all or any series of Indenture Securities may be surrendered for registration of transfer, (3) all or any series of Indenture Securities may be surrendered for exchange and (4) notices and demands to or upon us in respect of all or any series of Indenture Securities and the G&R Indenture may be served; or
- (j)
- to cure any ambiguity, to correct or supplement any provision therein which may be defective or inconsistent with any other provision therein, or to make any other changes to the provisions thereof or to add or remove other provisions with respect to matters and questions arising under the G&R Indenture, so long as such other changes or additions do not adversely
10affect the interests of the Holders of Indenture Securities of any series in any material respect. (See Section 14.01.)
Modifications Requiring Consent
Except as provided above, the consent of the Holders of not less than a majority in aggregate principal amount of the Indenture Securities of all series then Outstanding, considered as one class, is required for the purpose of adding any provisions to, or changing in any manner, or eliminating any of the provisions of, the G&R Indenture pursuant to one or more supplemental indentures;provided, however,, that if less than all of the series of Indenture Securities Outstanding are directly affected by a proposed supplemental indenture, then the consent only of the Holders of a majority in aggregate principal amount of Outstanding Indenture Securities then Outstanding of all series so directly affected, considered as one class, will be required; andprovided, further,, that if the Indenture Securities of any series have been issued in more than one tranche and if the proposed supplemental indenture directly affects the rights of the Holders of one or more, but less than all such tranches, then the consent only of the Holders of a majority in aggregate principal amount of the Outstanding Indenture Securities then Outstanding of all such tranches so directly affected, considered as one class, will be required; andprovided, further,, that no such amendment or modification may:
- (a)
- change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Indenture Security, or reduce the principal amount thereof or the rate of interest thereon (or the amount of any installment of interest thereon) or change the method of calculating such rate or reduce any premium payable thereon, or reduce the amount of the principal of any Discount Security that would be due and payable upon a declaration of acceleration of Maturity or change the coin or currency (or other property) in which any Indenture Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Maturity of any Indenture Security (or, in the case of redemption, on or after the redemption date) without, in any such case, the consent of the Holder of such Indenture Security,
- (b)
- permit the creation of any lien not otherwise permitted by the G&R Indenture ranking prior to the lien of the G&R Indenture with respect to all or substantially all of the Mortgaged Property or terminate the lien of the G&R Indenture on all or substantially all of the Mortgaged Property or deprive the Holders of the benefit of the lien of the G&R Indenture, without, in any such case, the consent of the Holders of all Indenture Securities then Outstanding,
- (c)
- reduce the percentage in principal amount of the Indenture Securities then Outstanding of any series, or tranche thereof, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with any provision of the G&R Indenture or of any default thereunder and its consequences, or reduce the requirements for quorum or voting, without, in any such case, the consent of the Holder of each Indenture Security then Outstanding of such series, or
- (d)
- modify certain of the provisions of the G&R Indenture relating to supplemental indentures, waivers of certain covenants and waivers of past defaults with respect to the Indenture Securities of any series without the consent of the Holder of each Indenture Security then Outstanding of such series.
11
Waiver
The Holders of at least a majority in aggregate principal amount of all Indenture Securities may waive our obligations to comply with certain covenants, including the covenants to maintain its corporate existence and properties, pay taxes and discharge liens, maintain certain insurance and make such recordings and filings as are necessary to protect the security of the Holders and the rights of the Trustee and its covenant with respect to merger, consolidation or the transfer or lease of the Mortgaged Property as or substantially as an entirety, described above,providedthat such waiver occurs before the time such compliance is required. The Holders of at least a majority of the aggregate principal amount of Outstanding Indenture Securities then Outstanding of all affected series or tranches, considered as one class, may waive, before the time for such compliance, compliance with any covenant specified with respect to Indenture Securities of such series or tranches thereof. (See Section 6.09.)
Before any sale of any of the Mortgaged Property and before a judgment or decree for payment of the money due shall have been obtained by the Trustee, the Holders of at least a majority in principal amount of all Outstanding Securities may waive any past default under the G&R Indenture, except a default (a) in the payment of the principal of or premium, if any, or interest, if any, on any Security Outstanding, or (b) in respect of a covenant or provision of the G&R Indenture which cannot be modified or amended without the consent of the Holder of each Outstanding Security of any series or tranche affected. Upon any such waiver, such default shall cease to exist, and any and all Events of Default arising therefrom shall be deemed to have been cured; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon. (Section 10.17.)
12Events of Default
- (1)
- failure to pay interest on any Indenture Security within 60 days after the same becomes due and payable;
- (2)
- failure to pay principal of or premium, if any, on any Indenture Security within three Business Days after its Maturity;
- (3)
- failure to perform or breach of any of our covenants or warranties in the G&R Indenture (other than a covenant or warranty which is to remain in effect only so long as the notes offered hereby remain outstanding or a default in the performance of which or breach of which is dealt with elsewhere under this paragraph) for a period of 90 days after there has been given to us by the Trustee, or to us and the Trustee by the Holders of at least 33% in principal amount of Indenture Securities then Outstanding, a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a "Notice of Default," unless the Trustee, or the Trustee and the Holders of a principal amount of
- (4)
- certain events relating to our reorganization, bankruptcy and insolvency or appointment of a receiver or trustee for our property.
Indenture Securities not less than the principal amount of Indenture Securities the Holders of which gave such notice, as the case may be, agree in writing to an extension of such period prior to its expiration;provided, however, that the Trustee, or the Trustee and such Holders, as the case may be, will be deemed to have agreed to an extension of such period if we have initiated corrective action within such period and is being diligently pursued; and
Remedies
Acceleration of Maturity
If an Event of Default occurs and is continuing, then the Trustee or the Holders of not less than 33% in principal amount of Indenture Securities then Outstanding may declare the principal amount (or if the Indenture Securities are Discount Securities, such portion of the principal amount as may be provided for such Discount Securities pursuant to the terms of the G&R Indenture) of all of the Indenture Securities then Outstanding, together with premium, if any, and accrued interest, if any, thereon to be immediately due and payable. At any time after such declaration of acceleration of the Indenture Securities then Outstanding, but before the sale of any of the Mortgaged Property and before a judgment or decree for payment of money shall have been obtained by the Trustee as provided in the G&R Indenture, the Event or Events of Default giving rise to such declaration of acceleration will, without further act, be deemed to have been waived,cured, and such declaration and its consequences will, without further act, be deemed to have been rescinded and annulled, if:
- (a)
- we have paid or deposited with the Trustee a sum sufficient to pay
- (1)
- all overdue interest, if
Possession of Mortgaged Property
13
Right to Direct Proceedings
If an Event of Default occurs and is continuing, the Holders of a majority in principal amount of the Indenture Securities then Outstanding will have the right to direct the time, method and place of conducting any proceedings for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee,providedthat (a) such direction does not conflict with any rule of law or with the G&R Indenture, and could not involve the Trustee in personal liability in circumstances where
indemnity would not, in the Trustee’sTrustee's sole discretion, be adequate and (b) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. (See Section 10.16.)
Limitation on Right to Institute Proceedings
No Holder of any Indenture Security will have any right to institute any proceeding, judicial or otherwise, with respect to the G&R Indenture or for the appointment of a receiver or for any other remedy thereunder unless
- (a)
- such Holder has previously given to the Trustee written notice of a continuing Event of Default;
- (b)
- the Holders of not less than a majority in aggregate principal amount of the Indenture Securities then Outstanding have made written request to the Trustee to institute proceedings in respect of such Event of Default;
- (c)
- such Holder or Holders shall have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request;
- (d)
- for sixty days after receipt of such notice, the Trustee has failed to institute any such proceeding; and
- (e)
- no direction inconsistent with such written request shall have been given to the Trustee during such sixty-day period by the Holders of a majority in aggregate principal amount of the Securities then Outstanding;
it being understood and intended that no one or more of such Holders shall have any right in any manner to affect, disturb or prejudice the lien of the G&R Indenture or the rights of any other of such Holders or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under the G&R Indenture, except in the manner provided in the G&R Indenture and for the equal and ratable benefit of all of such Holders.
Furthermore, no Holder will be entitled to institute any such action if and to the extent that such action would disturb or prejudice the rights of other Holders. (See Section 10.11.)
14No Impairment of Right to Receive Payment
Notice of Default
The Trustee is required to give the Holders notice of any default under the G&R Indenture to the extent required by the Trust Indenture Act, unless such default shall have been cured or waived, except that no such notice to Holders of a default of the character described in clause (3) under “Events"Events of Default”Default" may be given until at least 75 days after the occurrence thereof. (See Section 11.02.) The Trust Indenture Act currently permits the Trustee to withhold notices of default (except for certain payment defaults) if the Trustee in good faith determines the withholding of such notice to be in the interests of the Holders.
Indemnification of Trustee
As a condition precedent to certain actions by the Trustee in the enforcement of the lien of the G&R Indenture and institution of action on the Indenture Securities, the Trustee may require adequate indemnity against costs, expenses and liabilities to be incurred in connection therewith. (See Sections 10.11 and 11.01.)
Remedies Limited by State Law
The laws of the State of Nevada where the Mortgaged Property is located may limit or deny the ability of the Trustee or securityholders to enforce certain rights and remedies provided in the G&R Indenture in accordance with their terms.
Defeasance
Any Indenture Securities, or any portion of the principal amount thereof, will be deemed to have been paid for purposes of the G&R Indenture, and, at our election, our entire indebtedness in respect thereof will be deemed to have been satisfied and discharged, if there has been irrevocably deposited with the Trustee or any Paying Agent (other than us), in trust: (a) money (including Funded Cash not otherwise applied pursuant to the G&R Indenture) in an amount which will be sufficient, or (b) Eligible Obligations (as described below), which do not contain provisions permitting the redemption or other prepayment thereof at the option of the issuer thereof, the principal of and the interest on which when due, without any regard to reinvestment thereof, will provide monies which, together with the money, if any, deposited with or held by the Trustee or such Paying Agent, will be sufficient, or (c) a combination of (a) and (b) which will be sufficient, to pay when due the principal of and premium, if any, and interest, if any, due and to become due on such Indenture Securities or portions thereof. (See Section 9.01.) For this purpose, Eligible Obligations include direct obligations of, or obligations unconditionally guaranteed by, the United States of America, entitled to the benefit of the full faith and credit thereof, and certificates, depositary receipts or other instruments that evidence a direct ownership interest in such obligations or in any specific interest or principal payments due in respect thereof.
The right of Nevada Power to cause its entire indebtedness in respect of the foregoing, no note shallIndenture Securities of any series to be deemed to have been paidbe satisfied and discharged as aforesaid unless we shall have delivereddescribed above will be subject to the Trustee either:
15Duties of the Trustee; Resignation; Removal
The Trustee may resign at any time by giving written notice thereof to us or may be removed at any time by Act of the Holders of a majority in principal amount of Indenture Securities then Outstanding delivered to us and the Trustee. No resignation or removal of the Trustee and no appointment of a successor trustee will become effective until the acceptance of appointment by a successor trustee in accordance with the requirements of the G&R Indenture. So long as no Event of Default or event which, after notice or lapse of time, or both, would become an Event of Default has occurred and is continuing, if we have delivered to the Trustee a resolution of our Board of Directors
appointing a successor trustee and such successor has accepted such appointment in accordance with the terms of the G&R Indenture, the Trustee will be deemed to have resigned and the successor will be deemed to have been appointed as trustee in accordance with the G&R Indenture. (See Section 11.10.)
Evidence to be Furnished to the Trustee
Compliance with G&R Indenture provisions is evidenced by written statements of our officers or persons selected or paid by us. In certain cases, opinions of counsel and certification of an engineer, accountant, appraiser or other expert (who in some cases must be independent) must be furnished. In addition, the G&R Indenture requires us to give the Trustee, not less often than annually, a brief statement as to our compliance with the conditions and covenants under the G&R Indenture.
No Personal Liability of Directors, Officers, Employees and Stockholders
No director, officer, employee, incorporator or stockholder of Nevada Power will have any liability for any obligations of Nevada Power under the Indenture Securities, the G&R Indenture, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of Indenture Securities by accepting a note waives and releases all such liability. The waiver and release are part of the
16
Denominations
Unless the applicable prospectus supplement provides otherwise, registered G&R Securities will be issued in registered form in denominations of $1,000 or integral multiples thereof and G&R Securities issued in bearer form will be issued in the denomination of $5,000. The G&R Indenture provides that G&R Securities may be issued in global form. If any series of G&R Securities are issuable in global form, the applicable prospectus supplement will describe the circumstances, if any, under which beneficial owners of interests in any of those global G&R Securities may exchange their interests for G&R Securities of that series and of like tenor and principal amount in any authorized form and denomination.
Payment and Paying Agents
Unless otherwise indicated in the applicable prospectus supplement, payment of the interest on any G&R Security (other than bearer securities) on any interest payment date will be made to the person in whose name the G&R Securities are registered.
Unless otherwise indicated in the applicable prospectus supplement, principal of and any premium, Additional Amountsif any, and interest on the G&R Securities (other than bearer securities) of a particular
17
All moneys paid by us to a paying agent or the trustee for the payment of the principal, premium additional amounts or interest on a G&R Security which remains unclaimed at the end of one year will be repaid to us, and the holder of the G&R Security thereafter may look only to us for payment thereof.
Relationships with the Trustee
In addition to acting as Trustee, The Bank of New York Mellon Trust Company, N.A., and its affiliates have various banking and trust relationships with us and some of our affiliates.
Governing Law
The G&R Securities will be governed by and construed under the laws of the State of New York, without regard to conflicts of laws principles thereof.
Unless we may issue shares ofindicate differently in a prospectus supplement, the Securities initially will be issued in book-entry form and represented by one or more seriesglobal securities without interest coupons. The global securities will be deposited with, or on behalf of, our preferred stock. BelowThe Depository Trust Company, New York, New York, as depositary, or DTC, and registered in the name of Cede & Co., the nominee of DTC. Unless and until it is exchanged for individual certificates evidencing Securities under the limited circumstances described below, a descriptionglobal security may not be transferred except as a whole by the depositary to its nominee or by the nominee to the depositary, or by the depositary or its nominee to a successor depositary or to a nominee of the general terms and provisionssuccessor depositary.
DTC has advised us that it is:
- •
- a limited-purpose trust company organized under the New York Banking Law;
- •
- a "banking organization" within the meaning of the
preferred stock. The particular termsNew York Banking Law; - •
- a member of
any seriesthe Federal Reserve System; - •
- a "clearing corporation" within the meaning of
preferred stock will be described inthe New York Uniform Commercial Code; and - •
- a
prospectus supplement.
DTC holds securities that its participants deposit with DTC. DTC also facilitates the settlement among its participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in participants' accounts, thereby eliminating the need for physical movement of securities certificates. "Direct participants" in DTC include securities brokers and dealers, including underwriters, banks, trust companies, clearing corporations and other organizations. DTC is not completea wholly-owned subsidiary of The Depository Trust & Clearing Corporation, or DTCC. DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is subject to, and is qualified inowned by the users of its entirety by referenceregulated subsidiaries. Access to the provisions in our articlesDTC system is also available to others, which we sometimes refer to as indirect participants, that clear through or maintain a custodial relationship with a direct participant, either directly or indirectly. The rules applicable to DTC and its participants are on file with the SEC.
Purchases of incorporation, bylaws, and amendments to our articles of incorporation relating tosecurities under the DTC system must be made by or through direct participants, which will receive a specific seriescredit for the securities on DTC's records. The ownership interest of the preferred stock (the “statementactual purchaser of preferred stock designations”),a security, which we sometimes refer to as a beneficial owner, is in turn recorded on the direct and indirect participants' records. Beneficial owners of securities will not receive written confirmation from DTC of their purchases. However, beneficial owners are expected to receive written confirmations providing details of their transactions, as well as periodic statements of their holdings, from the direct or indirect participants through which they purchased securities. Transfers of ownership interests in global securities are to be accomplished by entries made on the books of participants acting on behalf of beneficial owners. Beneficial owners will not receive certificates representing their ownership interests in the global securities, except under the limited circumstances described below.
To facilitate subsequent transfers, all global securities deposited by direct participants with DTC will be registered in the form filedname of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an exhibit to, or incorporated by referenceauthorized representative of DTC. The deposit of global securities with DTC and their registration in the registration statementname of Cede & Co. or such other nominee will not change the beneficial ownership of global securities. DTC has no knowledge of the actual beneficial owners of global securities. DTC's records reflect only the identity of the direct participants to whose accounts the global securities are credited, which this prospectus is part.
Table of preferred stock,Contents
So long as the Securities are in book-entry form, you will receive payments and may transfer the Securities only through the facilities of which 4,000,000 shares shall have a par value of $25.00 per shares,the depositary and its direct and indirect participants. We will maintain an additional 4,000,000 shares shall have a par value of $50.00 per share. No shares of preferred stock are currently outstanding.
18
Conveyance of notices and other communications by DTC to direct participants, by direct participants to indirect participants and by direct participants and indirect participants to beneficial owners will be governed by arrangements among them, subject to any legal requirements in effect from time to time.
Redemption notices will be sent to DTC. If less than all of the preceding paragraph, neitherSecurities of a particular series are being redeemed, DTC's practice is to determine by lot the consolidation, merger,amount of the interest of each direct participant in the Securities of such series to be redeemed.
Neither DTC nor Cede & Co. (or such other DTC nominee) will consent or vote with respect to the Securities. Under its usual procedures, DTC will mail an omnibus proxy to us as soon as possible after the record date. The omnibus proxy assigns the consenting or voting rights of Cede & Co. to those direct participants to whose accounts Securities are credited on the record date, identified in a listing attached to the omnibus proxy.
So long as Securities are in book-entry form, we will make payments on those Securities to the depositary or its nominee, as the registered owner of such Securities, by wire transfer of immediately available funds. If Securities are issued in definitive certificated form under the limited circumstances described below, we will have the option of making payments by check mailed to the addresses of the persons entitled to payment or by wire transfer to bank accounts in the United States designated in writing to the applicable trustee or other combinationdesignated party at least 15 days before the applicable payment date by the persons entitled to payment, unless a shorter period is satisfactory to the applicable trustee or other designated party.
Redemption proceeds of Nevada Power into the Securities will be paid to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit direct participants' accounts upon DTC's receipt of funds and corresponding detail information from us on the payment date in accordance with their respective holdings shown on DTC records. Payments by participants to beneficial owners will be governed by standing instructions and customary practices, as is the case with securities held for the account of customers in bearer form or registered in "street name." Those payments will be the responsibility of participants and not of DTC or us, subject to any statutory or regulatory requirements in effect from time to time. Payment of redemption proceeds to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC, is our responsibility, disbursement of payments to direct participants is the responsibility of DTC, and disbursement of payments to the beneficial owners is the responsibility of direct and indirect participants.
Neither we, the Trustee nor any agent of ours or of the Trustee has or will have any responsibility or liability for:
- (1)
- any aspect of DTC's records or any participant's or indirect participant's records relating to, or payments made on account of, beneficial ownership interests in the Securities or for maintaining, supervising or reviewing any of DTC's records or any participant's or indirect participant's records relating to the beneficial ownership interests in the Securities; or
- (2)
- any other
entitymatter relating to the actions and practices of DTC orentities (whetherany of its participants or indirect participants.
Except under the limited circumstances described below, purchasers of Securities will not we arebe entitled to have such Securities registered in their names and will not receive physical delivery of such Securities. Accordingly, each beneficial owner must rely on the surviving entity), norprocedures of DTC and its participants to exercise any rights under the sale,Securities and the Mortgaged Property.
The laws of some jurisdictions may require that some purchasers of securities take physical delivery of securities in definitive form. Those laws may impair the ability to transfer or other dispositionpledge beneficial interests in the Securities.
DTC may discontinue providing its services as securities depositary with respect to the Securities at any time by giving reasonable notice to us. Under such circumstances, in the event that a successor depositary is not obtained, certificates representing the Securities are required to be printed and delivered.
As noted above, beneficial owners of alla particular series of Securities generally will not receive certificates representing their ownership interests in those Securities. However, if:
- •
- DTC notifies us that it is unwilling or
partunable to continue as a depositary for the global security or securities representing such series ofour assets, nor the purchase of our common stock, the purchaseSecurities orredemption of our preferred stock nor any other form of recapitalization or reorganization affecting us will be deemedif DTC ceases to be aliquidation, dissolution,clearing agency registered under the Exchange Act at a time when it is required to be registered and a successor depositary is not appointed within 90 days of the notification to us orwinding upofNevada Power.
we will prepare and deliver certificates for such Securities in exchange for beneficial interests in the global securities held by DTC. Any beneficial interest in a global security that is exchangeable under the circumstances described in the preceding sentence will be redeemable or receive the benefit of a sinking fund except as set forthexchangeable for Securities in definitive certificated form registered in the applicable prospectus supplement.
We have obtained the information in this section and elsewhere in this prospectus supplement.
19
We may sell the securities inSecurities through underwriters, dealers or agents, or directly to one or more of the following ways from time to time:
If we use underwriters to sell Securities, we will enter into an underwriting agreement with the securities may be listed.
with an offering of Securities, and any discounts, concessions or commissions allowed by underwriters to dealers, will be set forth in the applicable prospectus supplement to the extent required by applicable law. Unless otherwise set forth in athe prospectus supplement, the obligations of the underwriters to purchase any series of securitiesthe Securities will be subject to specific conditions, precedent and the underwriters will be obligated to purchase all of the series of securities,offered Securities if any are purchased. Any agents utilized in the transaction will be acting on a reasonable efforts basis for the period of its appointment unless otherwise provided in a prospectus supplement.
If a dealer is utilizedused in the sale of securities,any Securities, we will sell the securitiesthose Securities to the dealer, as principal. The dealer may then resell the securitiesSecurities to the public at varying prices to be determined by the dealer at the time of resale.
20
The Securities may be sold directly by us or through agents designated by us from time to time. We will describe the contracts the priceterms of any direct sales in a prospectus supplement. Any agent, who may be deemed to be paid foran underwriter as that term is defined in the securities,Securities Act, involved in the offer or sale of any of the Securities will be named, and any commissions payable for solicitation ofby us to the contracts and the dateagent will be set forth, in the future for delivery of the securities.
In connection with a remarketing agreement upon their purchase,particular underwritten offering of Securities, and in accordancecompliance with a redemption or repayment pursuant to their terms,applicable law, the underwriters may engage in transactions that stabilize, maintain or otherwise by oneaffect the prices of the classes or more firms (“remarketing firms”) acting as principals for their own accountsseries of Securities offered, including stabilizing transactions and syndicate covering transactions. These activities may stabilize, maintain or as agents for us. Any remarketing firmotherwise affect the market price of the Securities, which may be higher than the price that might otherwise prevail in the open market, and if commenced, may be discontinued at any time. A description of these activities, if any, will be identified and the terms of its agreement, if any, with us and its compensation will be describedset forth in the prospectus supplement.
Underwriters, agents, dealers and remarketing firms may be entitled under agreements entered into with us to indemnification by us against civil liabilities, including liabilities under the Securities Act of 1933, or to contribution with respect to payments which the underwriters or agents may be required to make in respect thereof. Underwriters, agents, dealers and remarketing firmstheir associates may be customers of, engage in transactions with or perform services for us and our subsidiaries and affiliates in the ordinary course of business.
We will indicate in a prospectus supplement the extent to which we anticipate that a secondary market for the Securities will be a new issue of securities andavailable. The Securities will have no established trading market. Any underwriters to whom securities are sold by us for public offering and sale may make a market in the securities, but the underwriters will not be obligated to do so and may discontinue any market making at any time without notice. The securities may or may not be listed on a national securities exchangeexchange. If the Securities of any series are sold to or through underwriters, the underwriters may make a foreign securities exchange.market in such Securities, as permitted by applicable laws and regulations. No underwriter would be obligated, however, to make a market in the Securities, and any market-making could be discontinued at any time at the sole discretion of the underwriters. Accordingly, we cannot assure you as to the liquidity of, or trading markets for, the Securities of any series.
Underwriters, dealers and agents participating in the distribution of the Securities may be deemed to be "underwriters" within the meaning of, and any discounts and commissions received by them and any profit realized by them on resale of those Securities may be deemed to be underwriting discounts and commissions under, the Securities Act. Subject to some conditions, we may agree to indemnify the several underwriters, dealers or agents and their controlling persons against specific civil liabilities, including liabilities under the Securities Act, or to contribute to payments that person may be required to make in respect thereof.
During such time as we may be engaged in a distribution of the Securities covered by this prospectus we are required to comply with Regulation M promulgated under the Exchange Act. With certain exceptions, Regulation M precludes us, any affiliated purchasers and any broker-dealer or other person who participates in such distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase, any security which is the subject of the distribution until the entire distribution is complete. Regulation M also restricts bids or purchases made in order to stabilize the
price of a security in connection with the distribution of that security. All of the foregoing may affect the marketability of our Securities.
Unless otherwise indicated in the applicable prospectus supplement, certain legal matters will be passed upon for Nevada Powerus by Choate, Hall & StewartPerkins Coie LLP, Boston, Massachusetts, counsel to Nevada Power.Portland, Oregon. Matters of Nevada law will be passed upon by Ballard Spahr LLP, Las Vegas, Nevada. Certain legal matters with respect to the Securities will be passed upon by counsel for Nevada Power by Woodburn and Wedge, Reno, Nevada. Unless otherwise indicatedany underwriters, dealers or agents, each of whom will be named in the applicable prospectus supplement, legal matters in connection with the offered securities will be passed upon for the underwriter(s), dealer(s) or agent(s) by Dewey Ballantine LLP, New York, New York.
The consolidated financial statements and the related financial statement schedule incorporated in this prospectus by reference from ourNevada Power's Annual Report on Form 10-K for the year ended December 31, 2004 have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is incorporated herein by reference, and hasreference. Such consolidated financial statements have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.
With respect to the unaudited interim financial information for the periods ended March 31, 2016 and 2015 and June 30, 2016 and 2015, which is incorporated in this prospectus by reference, Deloitte & Touche LLP, an independent registered public accounting firm, have applied limited procedures in accordance with the standards of the Public Company Accounting Oversight Board (United States) for a review of such information. However, as stated in their report included in Nevada Power's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2016 and June 30, 2016 and incorporated by reference herein, they did not audit and they do not express an opinion on that interim financial information. Accordingly, the degree of reliance on their report on such information should be restricted in light of the limited nature of the review procedures applied. Deloitte & Touche LLP are not subject to the liability provisions of Section 11 of the U.S. Securities Act of the 1933, as amended, for their reports on the unaudited interim financial information because those reports are not "reports" or a "part" of the prospectus prepared or certified by an accountant within the meaning of Sections 7 and 11 of the Act.
21NEVADA POWER COMPANY
PROSPECTUS
, 2016
INFORMATION NOT REQUIRED IN
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the expenses (other than underwriting discounts and commissions) expected to be incurred in connection with the offeringofferings described in this Registration Statement.
| SEC Registration Fee | $ | 64,200 | ||
| Blue sky fees and expenses (including legal fees) | $ | † | ||
| Legal fees and expenses | $ | † | ||
| Indenture trustee’s fees and expenses | $ | † | ||
| Accounting fees and expenses | $ | † | ||
| Listing fees | $ | † | ||
| Printing and engraving expenses | $ | † | ||
| Miscellaneous | $ | † | ||
| Total Expenses | $ | † | ||
Securities and Exchange Commission Registration Fee |
| $ | 176,225 | |||||
Legal fees and expenses |
| $ | * | ||||||
Indenture trustee's fees and expenses | $ | * | |||||
Accounting fees and | $ | * | |||||
Printing expenses | $ | * | |||||
Rating agencies' expenses | $ | * | |||||
Miscellaneous | $ | * | |||||
| | | | | | | | |
Total Expenses | $ | * |
- *
- To be provided in an amendment or filing, or exhibit thereto, with the SEC pursuant to the Exchange Act and incorporated herein by reference.
Item 15. Indemnification of Directors and Officers
The Nevada Revised Statutes provide that a director or officer is not individually liable to the corporation or its stockholders or creditors for any damages as a result of any act or failure to act in histhe director's or officer's capacity as a director or officer unless it is proven that histhe act or failure to act constituted a breach of hisdirector's or officer's fiduciary duties as a director or officer and histhe breach of those duties involved intentional misconduct, fraud or a knowing violation of law. The corporation's Articles of Incorporation or an amendment thereto may, however, provide for greater individual liability. Furthermore, directors may be jointly and severally liable for the payment of certain distributions in violation of Chapter 78 of the Nevada Revised Statutes.
The Articles of Incorporation and By-laws of Nevada Power provide in substance that no director, officer, employee, fiduciary or authorized representative of Nevada Power Companythe company shall be personally liable for monetary damages as such for any action taken, or any failure to take any action, as a director, officer or other representative capacity to the fullest extent that the laws of the State of Nevada permit elimination or limitation of the liability of directors and officers.
The Nevada Revised Statutes also provide that under certain circumstances, a corporation may indemnify any person for amounts incurred in connection with a pending, threatened or completed action, suit or proceeding in which hethe person is, or is threatened to be made, a party by reason of histhe person being a director, officer, employee or agent of the corporation or serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, if such person (a) is not liable for a breach of fiduciary duty involving intentional misconduct, fraud or a knowing violation of law or such greater standard imposed by the corporation’scorporation's articles of incorporation; or (b) acted in good faith and in a manner which hethe person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe histhe person's conduct was unlawful. Additionally, a corporation may indemnify a director, officer, employee or agent with respect to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor, if such person (a) is not liable for a breach of fiduciary duty involving intentional misconduct, fraud or a knowing violation of law or such greater standard
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indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court to be liable to the corporation or for amounts paid in settlement to the corporation, unless the court determines that the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to above, or in defense of any claim, issue or matter therein, the corporation shall indemnify himthe person against expenses, including attorneys’attorneys' fees, actually and reasonably incurred by himthe person in connection with the defense.
The By-laws of Nevada Power Company’s By-laws provide in substance that every director and officer of Nevada Power Companythe company shall be entitled to indemnification against reasonable expense and any liability incurred in connection with the defense of any actual or threatened claim, action, suit or proceeding, civil, criminal, administrative, investigative or other, whether brought by or in the right of Nevada Power Companythe company or otherwise, in which hethe director or sheofficer may be involved, as a party or otherwise, by reason of being or having been a director or officer of Nevada Power Companythe company or by reason of the fact that such person is or was serving at the request of Nevada Power Company as a director, officer, employee, fiduciary or other representative of Nevada Power Companythe company or another corporation, partnership, joint venture, trust, employee benefit plan or other entity, except to the extent prohibited by law.
See “Item"Item 17. Undertakings”Undertakings" for a description of the Securities and Exchange Commission’sSEC's position regarding such indemnification provisions.
Item 16. Exhibits and Financial Statement Schedules
See Index to Exhibits preceding the Exhibits included as part of this Registration Statement.
The undersigned registrantRegistrant hereby undertakes:
- (1)
- To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
- (a)
- To include any prospectus required by Section 10(a)(3) of the Securities Act;
- (b)
- To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement; and
- (c)
- To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
Provided, however, that paragraphs (1)(a) and (1)(b) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
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- (2)
- That, for the purpose of determining any liability under the Securities Act, each post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
- (3)
- To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
- (4)
- That, for the purpose of determining liability under the Securities Act to any purchaser:
- (a)
- (i) Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initialbona fide offering thereof.Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
- (5)
- That, for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of the securities:
- (a)
- (i) Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and
providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date;(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:i. Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;ii. Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;iii. The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; andiv. Any other communication that is an offer in the offering made by the undersigned registrant(iv) Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.(6) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.(7) To deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information.
The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
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- (6)
- The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
- (7)
- Insofar as indemnification for liabilities arising under the Securities Act
of 1933may be permitted to directors, officers and controlling persons of theregistrantRegistrant pursuant to the provisions referred to in Item2015 hereof, or otherwise, theregistrantRegistrant has been advised that in the opinion of theSecurities and Exchange CommissionSEC such indemnification is against public policy as expressed in the Securities Actof 1933and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by theregistrantRegistrant of expenses incurred or paid by a director, officer or controlling person of theregistrantRegistrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, theregistrantRegistrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
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Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada, on December 7, 2005.September 30, 2016.
| NEVADA POWER COMPANY | ||||
By |
/s/ E. KEVIN BETHEL E. Kevin Bethel Senior Vice President, | |
| Chief Financial Officer and Director (Principal Financial and Accounting Officer) |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Walter M. Higgins III, Michael W. Yackira, William D. Rogers, Colleen J. RiceDouglas A. Cannon and John E. BrownKevin Bethel as his or her true and lawful attorneys-in-fact and agents, with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all supplements and amendments (including post-effective amendments and Registration Statements filed pursuant to Rule 462(b) of the Securities Act) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
Signature | Title | Date | ||||
|---|---|---|---|---|---|---|
| /s/ PAUL J. CAUDILL Paul J. Caudill | ||||||
/s/ E. KEVIN BETHEL E. Kevin Bethel | Senior Vice President, Chief Financial Officer and Director (principal financial and accounting officer) | September 30, 2016 | ||||
/s/ Douglas A. Cannon | Senior Vice President, Corporate Secretary, General Counsel and Director | September 30, 2016 | ||||
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Signature | Title | Date | ||||
|---|---|---|---|---|---|---|
| /s/ PATRICK S. EGAN Patrick S. Egan | ||||||
| Director | ||||||
/s/ KEVIN C. GERAGHTY Kevin C. Geraghty | Director | September 30, 2016 | ||||
/s/ Francis P. Gonzales | Director | |||||
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September 30, 2016 | ||||||
/s/ JOHN C. OWENS John C. Owens | Director | September 30, 2016 | ||||
/s/ TONY F. SANCHEZ, III Tony F. Sanchez, III | Senior Vice President, Government and Community Strategy and Director | September 30, 2016 |
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| Exhibit No. | Description | |||||
|---|---|---|---|---|---|---|
| *1.1 | ||||||
| Form of Underwriting Agreement. | ||||||
4.1 | General and Refunding Mortgage Indenture, dated as of May 1, 2001, between Nevada Power Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (previously filed as Exhibit 4.1(a) to Form 10-Q for the quarter ended June 30, 2001). | |||||
4.2 | First Supplemental Indenture, dated as of May 1, 2001 (previously filed as Exhibit 4.1(b) to Form 10-Q for the quarter ended June 30, 2001). | |||||
4.3 | Second Supplemental Indenture, dated as of October 1, 2001 (previously filed as Exhibit 4(A) to Form 10-K for the year ended December 31, 2001). | |||||
4.4 | Officer's Certificate establishing the terms of Nevada Power Company's 5.95% General and Refunding Mortgage Notes, Series M, due 2016 (incorporated by reference to Exhibit 4(A) to the Nevada Power Company Annual Report on Form 10-K for the year ended December 31, 2005). | |||||
4.5 | Form of Nevada Power Company's 5.95% General and Refunding Mortgage Notes, Series M, due 2016 (incorporated by reference to Exhibit 4(B) to the Nevada Power Company Quarterly Report on Form 10-K for the year ended December 31, 2005). | |||||
4.6 | Officer's Certificate establishing the terms of Nevada Power Company's 6.650% General and Refunding Mortgage Notes, Series N, due 2036 (incorporated by reference to Exhibit 4.1 to the Nevada Power Company Form 10-Q for the quarter ended March 31, 2006). | |||||
4.7 | Officer's Certificate establishing the terms of Nevada Power Company's 6.50% General and Refunding Mortgage Notes, Series O, due 2018 (incorporated by reference to Exhibit 4.7 to the Nevada Power Company Registration Statement No. 333-134801 dated June 7, | |||||
4.8 | Officer's Certificate establishing the terms of Nevada Power Company's 6.750% General and Refunding Mortgage Notes, Series R, due 2037 (incorporated by reference to Exhibit 4.1 to the Nevada Power Company Current Report on Form 8-K dated June 27, 2007). | |||||
4.9 | Officer's Certificate establishing the terms of Nevada Power Company's 6.50% General and Refunding Mortgage Notes, Series S, due 2018 (incorporated by reference to Exhibit 4.1 to the Nevada Power Company Current Report on Form 8-K dated July 28, 2008). | |||||
4.10 | Officer's Certificate establishing the terms of Nevada Power Company's 7.125% General and Refunding Mortgage Notes, Series V, due 2019 (incorporated by reference to Exhibit 4.1 to the Nevada Power Company Current Report on Form 8-K dated February 26, 2009). | |||||
4.11 | Officer's Certificate establishing the terms of Nevada Power Company's 5.375% General and Refunding Mortgage Notes, Series X, due 2040 (incorporated by reference to Exhibit 4.1 to Nevada Power Company Current Report on Form 8-K dated September 10, 2010). | |||||
4.12 | Officer's Certificate establishing the terms of Nevada Power Company's 5.45% General and Refunding Mortgage Notes, Series Y, due 2041 (incorporated by reference to Exhibit 4.1 to the Nevada Power Company Current Report on Form 8-K dated May 10, 2011). | |||||
*4.13 | Form of Officer's Certificate establishing the terms of the Securities. | |||||
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| Exhibit No. | Description | |||
| 3 | .1† | Articles of Incorporation (previously filed as Exhibit 3(B) to Form 10-K for the year ended December 31, 1999) | ||
| 3 | .2† | By-Laws (previously filed as Exhibit 3(C) to Form 10-K for the year ended December 31, 1999) | ||
| 4 | .1† | General and Refunding Mortgage Indenture, dated as of May 1, 2001 between Nevada Power Company and the Bank of New York, as Trustee (previously filed as Exhibit 4.1(a) to Form 10-Q for the quarter ended June 30, 2001) | ||
| 4 | .2† | First Supplemental Indenture, dated as of May 1, 2001 (previously filed as Exhibit 4.1(b) to Form 10-Q for the quarter ended June 30, 2001) | ||
| 4 | .3† | Second Supplemental Indenture, dated as of October 1, 2001 (previously filed as Exhibit 4(A) to Form 10-K for the year ended December 31, 2001) | ||
| 5 | .1* | Opinion of Choate, Hall & Stewart LLP | ||
| 5 | .2* | Opinion of Woodburn and Wedge | ||
| 8 | .1* | Opinion of Choate, Hall & Stewart LLP as to Tax Matters (included in Exhibit 5.1) | ||
| 12 | .1 | Statement regarding computation of Ratios of Earnings to Fixed Charges | ||
| 23 | .1 | Consent of Deloitte & Touche LLP | ||
| 23 | .2* | Consent of Choate, Hall & Stewart LLP (included in Exhibit 5.1) | ||
| 23 | .3* | Consent of Woodburn and Wedge (included in Exhibit 5.2) | ||
| 23 | .4* | Consent of Choate, Hall & Stewart LLP as to Tax Matters (included in Exhibit 5.1) | ||
| 24 | .1 | Powers of Attorney (included in signature page) | ||
| 25 | .1* | Statement of Eligibility of Trustee on Form T-1 of The Bank of New York | ||
| Exhibit No. | Description | ||
|---|---|---|---|
| Opinion of Perkins Coie LLP. | |||
+5.2 | Opinion of Ballard Spahr LLP. | ||
+12.1 | Computation of Ratio of Earnings to Fixed Charges. | ||
+15.1 | Awareness Letter of Deloitte & Touche LLP. | ||
+23.1 | Consent of Deloitte & Touche LLP. | ||
+23.2 | Consent of Perkins Coie LLP (included in Exhibit 5.1). | ||
+23.3 | Consent of Ballard Spahr LLP (included in Exhibit 5.2). | ||
24.1 | Powers of Attorney (included in signature page). | ||
*25.1 | Form | ||
- *
- To be filed either by amendment to this Registration Statement or as an exhibit to a report filed under the Securities Exchange Act of 1934, as amended, and incorporated herein by reference.
- +
- Filed herewith.
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