0000104918falseAVISTA CORP00001049182023-03-292023-03-29

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 29, 2023

 

 

AVISTA CORPORATION

(Exact name of Registrant as Specified in Its Charter)

 

 

Washington

001-03701

91-0462470

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

1411 East Mission Avenue

 

Spokane, Washington

 

99202-2600

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 509 489-0500

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

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 Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock

 

AVA

 

The New York Stock Exchange

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 $250.0 million of 5.66 percent first mortgage bonds due in 2053 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 March 29, 2023, Avista Corporation (Avista Corp. or the Company) issued and sold $250.0 million of 5.66 percent first mortgage bonds due in 2053 pursuant to a bond purchase agreement with institutional investors in the private placement market. 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-seventh Supplemental Indenture, dated as of March 1, 2023 (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 March 2023, the Company cash settled four interest rate swap derivatives (notional aggregate amount of $40.0 million) and received a net amount of $7.5 million, which will be amortized as a component of interest expense over the life of the debt.

The net proceeds from the sale of the new bonds will be used for the construction or improvement of utility facilities, and to refinance existing indebtedness incurred for these purposes.

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 4.67 to the Company’s Annual Report on Form 10-K for the year 2022.

Section 9 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

4.1

Sixty-seventh Supplemental Indenture to the Mortgage dated as of March 1, 2023

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 thereunto duly authorized.

 

 

 

AVISTA CORPORATION

 

 

 

(Registrant)

 

 

 

 

Date:

March 31, 2023

By:

/s/ Mark T. Thies

 

 

 

Mark T. Thies

 

 

 

Executive Vice President, Chief Financial Officer,

 

 

 

and Treasurer