Oregon Administrative Rules
Chapter 860 - PUBLIC UTILITY COMMISSION
Division 37 - WASTEWATER SERVICE REGULATION FOR JOINT WATER/WASTEWATER UTILITIES
Section 860-037-0520 - Application by a Wastewater Utility for Authority to Issue Wastewater Stocks, Bonds, Notes, or Other Securities
Universal Citation: OR Admin Rules 860-037-0520
Current through Register Vol. 63, No. 9, September 1, 2024
(1) This rule applies to wastewater utilities seeking authority under ORS 757.495, 757.405 to 757.435 inclusive, 757.445, and 757.450. Every applicant shall set forth in this application to the Commission, in the manner and form and in the order indicated, the following information:
(a) The applicant's exact name and the
address of its principal business office;
(b) The state in which incorporated, the date
of incorporation, and the other states in which authorized to transact
wastewater utility business;
(c)
The name and address of the person authorized, on behalf of applicant, to
receive notices and communications in respect to the application;
(d) The names, titles, and addresses of the
principal officers of the applicant;
(e) A description of the general character of
the business done and to be done, and a designation of the territories served.
A map showing the territories served is desirable;
(f) A statement, as of the date of the
balance sheet submitted with the application, showing for each class and series
of capital stock: brief description; amount authorized (face value and number
of shares); amount outstanding (exclusive of any amount held in the treasury);
held amount as reacquired securities; amount pledged by applicant; amount owned
by affiliated interests; and amount held in any fund;
(g) A statement, as of the date of the
balance sheet submitted with the application, showing for each class and series
of long-term debt or notes: brief description (amount, interest rate, and
maturity); amount authorized; amount outstanding (exclusive of any amount held
in the treasury); amount held as reacquired securities; amount pledged by
applicant; amount held by affiliated interests; and amount in sinking and other
funds;
(h) A full description of
the securities proposed to be issued, showing: kind and nature of securities or
liabilities; amount (face value and number of shares); interest or dividend
rate, if any; date of issue and date of maturity; and voting privileges, if
any;
(i) A reasonably detailed and
precise description of the proposed transaction, including a statement of the
reasons why it is desired to consummate the transaction and the anticipated
effect thereof. If the transaction is part of a general program, describe the
program and its relation to the proposed transaction. Such description shall
include, but is not limited to, the following:
(A) A description of the proposed method of
issuing and selling the securities;
(B) A statement of whether such securities
are to be issued pro rata to existing holders of the applicant's securities or
issued pursuant to any preemptive right or in connection with any liquidation
or reorganization;
(C) A statement
showing why it is in applicant's interest to issue securities in the manner
proposed and the reason(s) why it selected the proposed method of sale;
and
(D) A statement that exemption
from the competitive bidding requirements of any federal or other state
regulatory body has or has not been requested or obtained, and a copy of the
action taken thereon when available.
(j) The name and address of any person
receiving or entitled to a fee for service (other than attorneys, accountants,
and similar technical services) in connection with the negotiation or
consummation of the issuance or sale of securities, or for services in securing
underwriters, sellers, or purchasers of securities, other than fees included in
any competitive bid; the amount of each such fee, and facts showing the
necessity for the services and that the fee does not exceed the customary fee
for such services in arm's-length transactions and is reasonable in the light
of the cost of rendering the service and any other relevant factors;
(k) A statement showing both in total amount
and per unit the price to the public, underwriting commissions, and net
proceeds to the applicant. Supply also the information (estimated if necessary)
required in section (4) of this rule. If the securities are to be issued
directly for property, then a full description of the property to be acquired,
its location, its original cost (if known) by accounts, with the identification
of the person from whom the property is to be acquired, must be furnished. If
original cost is not known, an estimate of original cost based, to the extent
possible, upon records or data of the seller and applicant or their
predecessors must be furnished, with a full explanation of how such estimate
has been made, and a description and statement of the present custody of all
existing pertinent data and records. A statement showing the cost of all
additions and betterments and retirements, from the date of the original cost,
should also be furnished;
(l) The
purposes for which the securities are to be issued. Specific information will
be submitted with each filing for the issuance of bonds, stocks, or securities:
(A) For construction, completion, extension,
or improvement of wastewater facilities, include a description of such
facilities and the cost thereof;
(B) For reimbursement of the applicant's
treasury for expenditures against securities that have not been issued, include
a statement giving a general description of such expenditures, the amounts and
accounts charged, the associated credits, if any, and the periods during which
the expenditures were made;
(C) For
refunding or discharging of wastewater obligations, include a description of
the obligations to be refunded or discharged. The description shall provide the
character, principal amounts discount or premium applicable thereto, date of
issue and date of maturity, purposes to which the proceeds were applied and all
other material facts concerning such obligations; and
(D) For improvement or maintenance of
wastewater service include a description of the type of expenditure and the
estimated cost in reasonable detail.
(m) A statement as to whether or not any
application, registration statement, etc., with respect to the transaction or
any part thereof, is required to be filed with any federal or other state
regulatory body;
(n) The facts
relied upon by the applicant to show that the issue:
(A) Is for some lawful object within the
corporate purposes of the applicant;
(B) Is compatible with the public
interest;
(C) Is necessary or
appropriate for or consistent with the proper performance by the applicant of
service as a wastewater utility;
(D) Does not impair its ability to perform
that service;
(E) Is reasonably
necessary or appropriate for such purposes; and
(F) If filed under ORS
757.495, is fair and reasonable
and not contrary to the public interest.
(o) A brief statement of all rights to be a
corporation, franchises, permits, and contracts for consolidation, merger, or
lease included as assets of the applicant or any predecessor thereof; the
amounts actually paid as consideration therefore, respectively; and the facts
relied upon to show the issuance of the securities for which approval is
requested will not result in the capitalization of the right to be a
corporation or of any franchise, permit, or contract for consolidation, merger,
or lease in excess of the amount (exclusive of any tax or annual charge)
actually paid as the consideration for such right, franchise, permit, or
contract; and
(p) If filed under
ORS 757.490 or
757.495:
(A) Provide a statement describing the
relationship between the wastewater utility and the affiliated interest as
defined in ORS 757.015 or ORS
757.490:
(i) Set forth the amount, kind, and ratio to
total voting securities held, if applicable;
(ii) List all officers and directors of the
affiliated interest who are also officers and/or directors of the applicant;
and
(iii) State the pecuniary
interest of any officer or director in compliance with ORS
757.490(1).
(B) State the reasons, in detail, relied upon
by the wastewater utility for entering into the proposed transaction and the
benefits, if any, the customers receiving wastewater service and the general
public will derive from the transaction.
(2) Required Exhibits. The following exhibits shall be filed as part of the application:
(a) EXHIBIT A. A copy of the applicant's
charter or articles of incorporation with amendments to date;
(b) EXHIBIT B. A copy of the bylaws with
amendments to date;
(c) EXHIBIT C.
A copy of each resolution of directors authorizing the issue in respect to
which the application is made and, if approval of stockholders has been
obtained, copies of the stockholder resolutions should also be
furnished;
(d) EXHIBIT D. A copy of
the mortgage, indenture, or other agreement under which it is proposed to issue
the securities, and a copy of any mortgage, indenture, or other agreement
securing other funded obligations of the applicant;
(e) EXHIBIT E. Copies of balance sheets
showing booked amounts, adjustments to record the proposed transaction and pro
forma, with supporting fixed capital or plant schedules in conformity with the
form in the annual report which applicant is required to file with the
Commission;
(f) EXHIBIT F. A
statement of all known contingent liabilities, except minor items such as
damage claims and similar items involving relatively small amounts, as of the
date of the application;
(g)
EXHIBIT G. Copies of comparative income statements showing recorded results of
operations, adjustments to record the proposed transaction and pro forma in
conformity with the form in the annual report which applicant is required to
file with the Commission;
(h)
EXHIBIT H. A copy of an analysis of surplus for the period covered by the
income statements referred to in Exhibit G;
(i) EXHIBIT I. A copy of the registration
statement proper, if any, and financial exhibits made a part thereof, filed
with the Securities and Exchange Commission;
(j) EXHIBIT J. A copy of the proposed and of
the published invitation of proposals for the purchase of underwriting of the
securities to be issued; of each proposal received; and of each contract,
underwriting, and other arrangement entered into for the sale or marketing of
the securities. When a contract or underwriting is not in final form so as to
permit filing, a preliminary draft or a summary identifying parties thereto and
setting forth the principal terms thereof, may be filed pending filing of the
conformed copy in the form executed by final amendment to the
application;
(k) EXHIBIT K. Copies
of the stock certificates, notes, or other evidences of indebtedness proposed
to be issued;
(l) An application
for a wastewater utility to loan its funds to an affiliated interest, shall
also include the following:
(A) EXHIBIT L.
Copies of all proposed or existing contracts or agreements entered into by the
parties to the transaction;
(B)
EXHIBIT M. The amount of money the applicant desires to loan to the affiliated
interest, terms of said loan, rate of interest, method of repayment, security
given, if any, and if said loan is to be an open account or evidenced by a
promissory note; and
(C) EXHIBIT N.
The use to which funds derived from this loan are to be put by the affiliated
interest.
(m) An
application for a wastewater utility to give credit on its books or otherwise
by:
(A) Advancing cash through an open or loan
account, shall also include the following:
(i)
EXHIBIT L. Copies of all proposed or existing contracts or agreements entered
into by the parties to the transaction;
(ii) EXHIBIT M. The amount of money the
applicant proposes to receive, the rate of interest it will pay, and the date
and method of repayment; and
(iii)
EXHIBIT N. A definite statement of purpose for which the advance will be
used.
(B) Payments by the
affiliated interest of amounts owed, shall also include the following:
(i) EXHIBIT L. Copies of all proposed or
existing contracts or agreements entered into by the parties to the
transaction; and
(ii) EXHIBIT M.
The amount of money the affiliated interest proposes to pay on the wastewater
utility's behalf, with a description of the obligation, how the funds will be
used, and how incurred.
(C) Credits or open accounts a wastewater
utility proposes to give to an affiliated interest, shall also include the
following:
(i) EXHIBIT L. Copies of all
proposed or existing contracts or agreements entered into by the parties to the
transaction; and
(ii) EXHIBIT M.
The amount and a description of each item for which the wastewater utility
proposes to give credit through its loan or open
account.
(3) The following form of application may be filed by all wastewater utilities with annual revenues of less than $100,000 seeking authority to issue promissory notes maturing more than one year after date of issue or renewal and unsecured notes on motor vehicles in the principal amount of less than $10,000. In the instances when this provision is proper, the requirements of sections (1) and (2) of this rule do not apply. The Commission may require compliance with sections (1) and (2) of this rule if the Commission deems it necessary in a particular case. [Form not included. See ED. NOTE.]
Forms & Exhibits referenced are available from the agency.
Stat. Auth.: ORS 183, 756 & 757
Stats. Implemented: ORS 756.040, 756.105, 757.005, 757.061, 757.405-757.450 & 757.495
Disclaimer: These regulations may not be the most recent version. Oregon may have more current or accurate information. We make no warranties or guarantees about the accuracy, completeness, or adequacy of the information contained on this site or the information linked to on the state site. Please check official sources.
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