Current through Register Vol. 39, No. 6, September 16, 2024
(a)
No public utility except Payphone Service Providers, Competing Local Providers,
and utilities providing only intraLATA long distance service, interLATA long
distance service and/or long distance operator service, and local exchange
carriers that have elected regulation pursuant to
G.S.
62-133.5(h) or (m) shall
pledge its assets, issue securities, or assume liabilities of the character
specified in G.S. 62 161, except after application to and approval by the
Commission. Such applications shall be made under oath, filed with the
Commission with twenty (20) copies, and shall contain the following specific
information:
(1) The existing conditions
relied upon to support the Commission in making the specific findings required
by G.S.
62-161. The application shall set forth the
particular facts and circumstances showing that the proposed issuance of
securities, pledging of assets, or assumption of liabilities and obligations
(i) is for some lawful object within the corporate purposes of the public
utility, (ii) is compatible with the public interest, (iii) is necessary or
appropriate for or consistent with the public performance by such utility of
its service to the public, (iv) will not impair its ability to perform that
service, and (v) is reasonably necessary and appropriate for the purposes for
which it is issued.
(2) The class
and principal amount or par value of any securities to be issued or
assumed.
(3) An estimate of the
expenses to be incurred in connection with the pledging of assets, the issuance
and sale of securities, or the assumption of liabilities.
(4) In case of the sale of securities,
whether the sale will be to the public, to institutional investors, or
otherwise, and whether the sale will be consummated by means of public bidding
or by means of a negotiated transaction. If the sale is by means of a
negotiated transaction, the application shall contain the proposed unit sale
price of any securities to be issued together with the interest or dividend
rate (common stock excepted) to be incurred thereon.
(5) The purpose or purposes to which the
proceeds obtained are to be used. If the purpose or purposes for which the
proceeds obtained are to be used is to refinance or pay off short term
indebtedness as defined in
G.S.
62-167 and not heretofore approved by order
of the Commission, the application shall set forth the purpose or purposes for
which said outstanding indebtedness was incurred, and if said original
indebtedness was spent on construction, the application shall list amounts by
the major construction accounts and the total construction expenditures for
which the proceeds of the original indebtedness were expended.
(6) A balance sheet and an income statement
for a recent representative period. The application shall also include a pro
forma balance sheet and income statement showing the balance sheet and the
income statement as they would be after the issuance of said
security.
(7) In any case where the
applicant has filed or subsequently files a prospectus or other similar
document with the Securities and Exchange Commission or with prospective
investors for private placement in connection with said issue, eleven copies of
such prospectus or document shall be filed with the North Carolina Utilities
Commission at the time the application is filed with the Securities and
Exchange Commission or with private investors.
(8) A statement of the source and application
of funds, sometimes referred to as cash flow, showing the amounts available
from all sources since the last finance application, to meet any part of the
purposes or projects for which the financing or issue is required, including
contributions from customers or others, salvage proceeds, depreciation reserve
accruals, any unused balances in prior financing applications, and retained
earnings, as available for payment of construction expenditures reported under
subsection (a)(5).
(9) In the case
of the sale of securities through private placement or the entering into an
agreement for the sale and lease-back of assets or any other financing
transaction for which the effective date of the consummation and/or
implementation of the transaction is expected to take place as much as three
months after the negotiation of the interest cost or other financing cost of
the transaction is determined, that the utilities shall file with the
Commission for approval of the proposed transaction as soon as the rates of
interest and/or other financing costs are tentatively agreed on. All the other
requirements under R1-16 are applicable to this particular type transaction and
are to be included in the filing with a special emphasis on supporting the
basis for the proposed rates of interest and financing the cost for which
approval is sought.
(b)
This rule does not apply to short term loans as defined in
G.S.
62-167.
NCUC Docket No. M-100,
Sub 23, 8/18/69; NCUC Docket No. M-100, Sub 20, 9/3/69; NCUC Docket No. M-100,
Sub 35, 7/3/70; NCUC Docket No. M-100, Sub 67, 4/27/76; NCUC Docket No. M-100,
Sub 75, 10/27/77; NCUC Docket No. P-100, Sub 72b, 01/02/04; NCUC Docket No.
P-100, Subs 165 & 165a; P-75, Sub 82; P-76, Sub 71; P-60, Sub 89 &
P-21, Sub 78, 5/14/2019.
