“Reference Treasury Dealer” means each of (1) J.P. Morgan Securities LLC, Wells Fargo Securities, LLC and a Primary Treasury Dealer (as defined below) selected by MUFG Securities Americas Inc., and their respective successors, unless any of them ceases to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), in which case we will substitute another Primary Treasury Dealer and (2) any other Primary Treasury Dealers that we may select.
Supplemental Plan of Distribution and Terms Agreement:
We have entered into a terms agreement with the purchasers of the Notes with respect to the Notes. The purchasers are committed to take and pay for all of the Notes if any are purchased. Subject to certain conditions, each purchaser has severally agreed to purchase the principal amount of the Notes indicated in the table below:
| | | | |
Name | | Principal Amount of Notes | |
Bookrunners | | | | |
J.P. Morgan Securities LLC | | $ | 20,800,000 | |
Wells Fargo Securities, LLC | | | 20,000,000 | |
MUFG Securities Americas Inc. | | | 20,000,000 | |
Co-Managers | | | | |
U.S. Bancorp Investments, Inc. | | | 9,600,000 | |
BofA Securities, Inc. | | | 9,600,000 | |
Total | | $ | 80,000,000 | |
| | | | |
The Notes sold by the purchasers to the public will initially be offered at the initial price to the public set forth on the cover of this pricing supplement. Any Notes sold by the purchasers to securities dealers may be sold at a discount from the initial price to the public of up to 0.40% of the principal amount of the Notes. Any such securities dealers may resell any Notes purchased from the purchasers to certain other brokers or dealers at a discount from the initial price to the public of up to 0.25% of the principal amount of the Notes.
Some of the purchasers or their affiliates (i) participate in our commercial paper program and may from time to time hold our commercial paper and (ii) are lenders and/or agents under our credit agreement, dated as of November 6, 2015, as amended by the First Amendment to the Credit Agreement, dated as of December 6, 2019.
Interest Payment Dates:
We will make interest payments on the Notes on January 15 and July 15 of each year, commencing January 15, 2021, and at maturity. The record date for the January 15 payment of interest will be January 1 and the record date for the July 15 payment of interest will be July 1.
Use of Proceeds:
The purchasers will pay the proceeds from the sale of the Notes, net of the purchasers’ discount, to us in immediately available funds. After our receipt of these proceeds, the Notes will be credited to the purchasers’ accounts at The Depository Trust Company free of payment.
We estimate that we will receive net proceeds from the sale of the Notes of approximately $78.7 million, after deducting all applicable discounts, including the purchasers’ discount and discounted price to the public, and estimated offering expenses. The expenses of the sale of the Notes, not including discounts, are estimated at $500,000 and are payable by us. We anticipate using the net proceeds from the sale of the Notes to pay at or prior to maturity $75 million of our 2.95% first mortgage bonds due April 1, 2022, and to fund a portion of our capital requirements, or for other general corporate purposes.
Legal Matters:
Brian R. Buckham, our Senior Vice President and General Counsel, and Perkins Coie LLP, Seattle, Washington, will pass upon the validity of the Notes and other legal matters for us. Sullivan & Cromwell LLP, New York, New York, will pass upon the validity of the Notes for the purchasers listed under “Supplemental Plan of Distribution and Terms Agreement.” As of June 9, 2020, Mr. Buckham beneficially owned 4,899 shares of IDACORP, Inc. common stock. Mr. Buckham is acquiring additional shares of IDACORP, Inc. common stock at regular intervals through employee stock plans.
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