UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
Commission File Number |
Exact name of registrant as specified in its charter, address of principal executive offices and registrant’s telephone number |
IRS Employer Identification Number | ||||||
(
State or Other Jurisdiction of Incorporation:
Former name or former address, if changed since last report: None
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
N/A |
N/A |
N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01 | Other Events. |
Idaho Power Company Selling Agency Agreement and Supplemental Indenture
On February 26, 2025, Idaho Power Company (“IPC”) entered into a Selling Agency Agreement (the “Selling Agency Agreement”) with each of BofA Securities, Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC in connection with the issuance and sale by IPC from time to time of First Mortgage Bonds, Secured Medium-Term Notes, Series O (the “Series O Notes”), to be issued under the Indenture of Mortgage and Deed of Trust, dated as of October 1, 1937, between IPC and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company), as supplemented by all indentures supplemental thereto (the “Indenture”). The Selling Agency Agreement contains representations, warranties and covenants of IPC, customary conditions to closing, indemnification rights and obligations of the parties and termination provisions. IPC has no obligation to sell any minimum principal amount of Series O Notes under the Selling Agency Agreement, and may issue up to a maximum aggregate principal amount of $2,100,000,000 of Series O Notes under the Selling Agency Agreement. The Selling Agency Agreement is filed as Exhibit 1.1 to this report. The foregoing description of the Selling Agency Agreement is not complete and is qualified in its entirety by reference to such exhibit.
On February 26, 2025, in connection with the offer and sale of the Series O Notes from time to time pursuant to a registration statement on Form S-3 filed by IPC with the U.S. Securities and Exchange Commission (File No. 333-285140-01), which became effective on February 21, 2025, IPC filed a prospectus supplement with the U.S. Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Exchange Act of 1933.
Effective as of February 26, 2025, IPC entered into the Fifty-third Supplemental Indenture, to the Indenture. The Fifty-third Supplemental Indenture provides for, among other items, the issuance of Series O Notes pursuant to the Indenture and the increase from $3.5 billion to $5.5 billion of the maximum amount of obligations permitted to be secured at any one time by the Indenture.
A copy of the Fifty-third Supplemental Indenture is filed as Exhibit 4.1 to this report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being furnished as part of this report.
| Exhibit Number |
Description | |
| 1.1 | Selling Agency Agreement, dated February 26, 2025, between Idaho Power Company and each of BofA Securities, Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC | |
| 4.1 | Idaho Power Company Fifty-third Supplemental Indenture, dated effective as of February 26, 2025, to Mortgage and Deed of Trust, dated as of October 1, 1937 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: February 26, 2025
| IDAHO POWER COMPANY | ||
| By: | /s/ Lisa A. Grow | |
Lisa A. Grow President and Chief Executive Officer | ||