AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 17, 2019
Registration
Nos. 333- ,
333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
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IDACORP, Inc.
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Idaho Power Company
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(Exact name of the registrant as specified in its charter)
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(Exact name of the registrant as specified in its charter)
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Idaho
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Idaho
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(State or other jurisdiction of incorporation or organization)
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(State or other jurisdiction of incorporation or organization)
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82-0505802
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82-0130980
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(I.R.S. Employer Identification Number)
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(I.R.S. Employer Identification Number)
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1221 West Idaho Street
Boise, Idaho 83702
(208) 388-2200
(Address, including zip code, and telephone number, including area code, of
registrants principal executive offices)
Brian Buckham,
Esq.
Senior Vice President and General Counsel
IDACORP, Inc.
1221
West Idaho Street
Boise, Idaho 83702-5627
(208) 388-2200
(Names, addresses, including zip codes, and telephone numbers, including area codes, of agents for service)
With copies to:
Andrew Bor, Esq.
Andrew
Moore, Esq.
Perkins Coie LLP
1201 Third Avenue, Suite 4800
Seattle, Washington 98101-3099
(206) 359-8000
Approximate date of commencement of proposed sale to the public: From time 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. ☐
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, other than securities offered only in connection with dividend or interest reinvestment plans, check the following
box. ☒
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. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-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. ☒
If this Form is a post-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. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting
company and emerging growth company in Rule
12b-2
of the Exchange Act.
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IDACORP, Inc.:
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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Emerging growth company
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Idaho Power Company:
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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☒
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Smaller reporting company
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☐
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Emerging growth company
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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 7(a)(2)(B) of Securities Act. ☐
CALCULATION OF
REGISTRATION FEE
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Title of Each Class of Securities
to be Registered
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Amount to be
Registered
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Proposed Maximum
Offering Price per
Unit
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Proposed Maximum
Aggregate Offering
Price
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Amount of
Registration
Fee(1)
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Common Stock and Debt Securities of
IDACORP, Inc.(2)
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(3)
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(3)
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(3)
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(3)
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First Mortgage Bonds and Debt Securities of Idaho Power
Company
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Total
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(1)
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An indeterminate aggregate offering price or number of shares of common stock, debt securities and first
mortgage bonds are being registered as from time to time may be offered at indeterminate prices. In accordance with Rules 456(b) and 457(r), the registrants are deferring payment of the entire registration fee subject to the conditions set forth in
such rules, except to the extent set forth in note (3) below.
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(2)
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This registration statement also covers debt securities and common stock of IDACORP, Inc. that may be issued in
exchange for, or upon the conversion of, as the case may be, other securities registered hereunder. In addition, any securities registered hereunder may be sold separately or as units with other securities registered hereunder.
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(3)
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Pursuant to Rule 415(a)(6) under the Securities Act of 1933, the securities covered by the prospectus filed by
IDACORP, Inc. as part of this registration statement include $539,328,610 in aggregate initial offering price of IDACORP, Inc. common stock and debt securities that were previously registered pursuant to Registration Statement
No. 333-211475
filed by IDACORP, Inc., on May 20, 2016, which included $539,328,610 aggregate initial offering price of securities previously registered pursuant to Registration Statement
No. 333-188768
filed by IDACORP, Inc. on May 22, 2013, which, in turn, included $539,328,610 aggregate initial offering price of securities previously registered pursuant to Registration Statement
No. 333-178023
filed by IDACORP, Inc. on November 16, 2011, which, in turn, included (i) $300,000,000 aggregate initial offering price of securities previously registered pursuant to Registration Statement
No. 333-155498
filed by IDACORP, Inc. on November 20, 2008 which, in turn, included $300,000,000 aggregate initial offering price of securities previously registered pursuant to Registration
Statement
No. 333-64737
filed by IDACORP, Inc. on September 30, 1998, and (ii) $239,328,610 aggregate initial offering price of securities previously registered pursuant to Registration Statement
No. 333-155498
filed by IDACORP, Inc. on November 20, 2008 which, in turn, included $298,804,023 aggregate initial offering price of securities previously registered pursuant to Registration Statement
No. 333-83434
filed by IDACORP, Inc. on February 26, 2002, and that in each case remain unsold. Pursuant to Rule 415(a)(6), $88,500 and $22,018 of filing fees previously paid by IDACORP, Inc. in connection
with such unsold securities, respectively, will continue to be applied to such unsold IDACORP, Inc. securities.
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