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
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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:
Securities registered pursuant to Section 12(b) of the Act:
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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. ☐
Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
See description of Avista Corp.’s issuance of $70.0 million of 2.90 percent first mortgage bonds due in 2051 under Item 2.03.
Section 2 - Financial Information
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On September 28, 2021, Avista Corporation (Avista Corp. or the Company) issued and sold $70.0 million of 2.90 percent first mortgage bonds due in 2051 pursuant to a bond purchase agreement with institutional investors in the private placement market. The Company expects to issue and sell an additional $70.0 million of first mortgage bonds under this bond purchase agreement on December 1, 2021. The new first mortgage bonds were issued under and in accordance with the Mortgage and Deed of Trust, dated as of June 1, 1939, from the Company to Citibank, N.A., trustee, as amended and supplemented by various supplemental indentures and other instruments, including the Sixty-Fifth Supplemental Indenture, dated as of September 1, 2021 (the “Mortgage”). The new bonds are subject to redemption prior to maturity, at the option of the Company, at a redemption price equal to the principal amount thereof plus a “make-whole” premium and plus accrued interest. The Mortgage constitutes a lien on substantially all the property of the Company (other than excepted property).
In connection with the pricing of the first mortgage bonds in September 2021, the Company cash settled four interest rate swap derivatives (notional aggregate amount of $45.0 million) and paid a net amount of $17.2 million, which will be amortized as a component of interest expense over the life of the debt.
The total net proceeds from the sale of the new bonds will be used to repay a portion of the borrowings outstanding under the Company’s $400.0 million committed line of credit.
The bonds have not been, and will not be, registered under the Securities Act of 1933 or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
The Mortgage, as previously amended and supplemented, is referred to in and filed as Exhibits 4.1 through 4.65 to the Company’s Annual Report on Form 10-K for the year 2020.
Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
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Exhibits |
Sixty-Fifth Supplemental Indenture, dated as of September 1, 2021. |
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104 |
Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101.) |
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 thereunto duly authorized.
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Avista Corporation |
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(Registrant) |
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Date: |
September 30, 2021 |
By: |
/s/ Mark T. Thies |
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Mark T. Thies |