Obligation Aevista Corp 5.125% ( US05379BAP22 ) en USD

Aevista Corp

100 % ⇌

Etas-Unis

US05379BAP22 ( en USD )

5.125% par an ( paiement semestriel )

01/04/2022 - Obligation échue

Prospectus brochure de l'obligation Avista Corp US05379BAP22 en USD 5.125%, échue

1 000 USD

250 000 000 USD

05379BAP2

N/A

Avista Corp est une société énergétique américaine qui fournit de l'électricité et du gaz naturel à des clients dans l'Idaho, l'Oregon, le Washington et la Colombie-Britannique.

L'Obligation émise par Aevista Corp ( Etas-Unis ) , en USD, avec le code ISIN US05379BAP22, paye un coupon de 5.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/04/2022

FORM 424B2
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424B2 1 v53493e424b2.htm FORM 424B2
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Table of Contents

Filed pursuant to Rule 424(b)(2). Registration No. 333-139239.
A filing fee of $13,950 calculated in accordance with Rule 457(r), has been transmitted to the SEC in connection with the
securities offered by means of this prospectus supplement and the accompanying prospectus from the registration
statement filed December 11, 2006. This paragraph shall be deemed to update the "Calculation of Registration Fee" table
in the registration statement referred to above.

$250,000,000

First Mortgage Bonds, 5.125% Series due 2022

Our First Mortgage Bonds, 5.125% Series due 2022 (the "Offered Bonds"), constitute a series of our Bonds
described in the accompanying prospectus.

We will pay interest on the Offered Bonds on April 1 and October 1 of each year. The first such payment will be
made on April 1, 2010. The Offered Bonds will mature on April 1, 2022, unless redeemed on an earlier date. The
Offered Bonds are redeemable at our option, in whole at any time or in part from time to time, at a "make-whole" price
as described herein. See "Description of the Offered Bonds".

The Offered Bonds will be secured equally with all other bonds outstanding under our Mortgage (as defined in the
accompanying prospectus).

See "Risk Factors" on page S-3 of this prospectus supplement and on page 3 of the
accompanying prospectus to read about certain factors you should consider before buying the
Offered Bonds.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved
of these securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying
prospectus. Any representation to the contrary is a criminal offense.

Per Bond

Total

Initial public offering price
99.770%
$249,425,000
Underwriting discount
0.675%
$ 1,687,500
Proceeds, before expenses, to Avista
99.095%
$247,737,500

The initial public offering price set forth above does not include accrued interest, if any. Interest on the Offered Bonds
will accrue from September 22, 2009 and must be paid by the purchasers if the Offered Bonds are delivered after
September 22, 2009.

The underwriters expect to deliver the Offered Bonds to the purchasers through the facilities of The Depository
Trust Company against payment in New York, New York on September 22, 2009.

Joint Book-Running Managers

Senior Co-Managers

BofA Merrill Lynch
KeyBanc Capital Markets
Mitsubishi UFJ Securities
Wells Fargo Securities

Co-Managers

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FORM 424B2
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Comerica Securities
U.S. Bancorp Investments, Inc.

Prospectus Supplement dated September 15, 2009
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This prospectus supplement and the accompanying prospectus incorporate by reference important business and
financial information about Avista Corporation that is not included in or delivered with the prospectus. This information
is available to you as set forth in the accompanying prospectus under "Where You Can Find More Information".

TABLE OF CONTENTS

Prospectus Supplement
Risk Factors
S-3
Forward-Looking Statements
S-3
The Company
S-3
Use of Proceeds
S-4
Selected Financial Information
S-4
Capitalization
S-6
Description of the Offered Bonds
S-6
Underwriting
S-10
Conflicts of Interest
S-11
Legal Matters
S-11
Experts
S-11

Prospectus
About this Prospectus

2
Risk Factors

3
Avista Corporation

3
Use of Proceeds

4
Description of the Bonds

4
Description of the Notes
12
Description of Preferred Stock
21
Description of Common Stock
23
Where You Can Find More Information
33
Legal Matters
34
Experts
34

We have not authorized anyone to give you any information other than this prospectus supplement, the accompanying
prospectus and any written communication from us or the underwriters specifying the final terms of the offering. You
should assume that the information contained or incorporated in this prospectus supplement, the accompanying prospectus
and any such written communication is accurate only as of their respective dates. We are not offering to sell the Offered
Bonds and we are not soliciting offers to buy the Offered Bonds in any jurisdiction in which offers are not permitted.
S-2
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Table of Contents

RISK FACTORS

General

Investing in the Offered Bonds involves risk. You should review all the information contained or incorporated by
reference in this prospectus supplement and the accompanying prospectus before deciding to invest. See "Where You Can
Find More Information" in the accompanying prospectus. In particular, you should carefully consider the risks and
uncertainties discussed in "Risk Factors," "Forward-Looking Statements" and "Management's Discussion and Analysis
of Financial Condition and Results of Operations" in our annual and quarterly reports incorporated herein by reference.

In addition to the risks and uncertainties referred to above, there are certain risks associated with the Offered Bonds
as described below.

We cannot assure you that an active trading market for the Offered Bonds will develop.

The Offered Bonds constitute a new issue of securities with no established trading market. We do not intend to apply
for listing of the Offered Bonds on any securities exchange or automated quotation system. There can be no assurance as
to the liquidity of any market that may develop for the Offered Bonds, the ability of the bondholders to sell their Offered
Bonds or the price at which the bondholders will be able to sell the Offered Bonds. Future trading prices of the Offered
Bonds will depend on many factors including, among other things, prevailing interest rates, our operating results and the
market for similar securities.

The underwriters have informed us that they intend to make a market in the Offered Bonds. However, the underwriters
are not obligated to do so, and any such market making activity may be terminated at any time without notice. If a market
for the Offered Bonds does not develop, purchasers may be unable to resell the Offered Bonds for an extended period of
time. Consequently, a bondholder may not be able to liquidate its investment readily, and the Offered Bonds may not be
readily accepted as collateral for loans. In addition, such market making activity will be subject to restrictions of the
Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended.

FORWARD-LOOKING STATEMENTS

From time to time, we make forward-looking statements such as statements regarding projected or future financial
performance, capital expenditures, dividends, capital structure, other financial items, strategic goals and objectives, and
plans for operations. These statements are based upon underlying assumptions (many of which are based, in turn, upon
further assumptions). These statements are made both in our reports filed under the Securities Exchange Act of 1934, as
amended, and elsewhere. Forward-looking statements are all statements except those of historical fact, including, without
limitation, those that are identified by the use of words such as, but not limited to, "will," "may," "could," "should,"
"intends," "plans," "seeks," "anticipates," "estimates," "expects," "projects," "predicts," and similar expressions.

Forward-looking statements are subject to a variety of risks and uncertainties and other factors. Most of these factors
are beyond our control and many of them could have a significant effect on our operations, results of operations, financial
condition or cash flows. This could cause actual results to differ materially from those anticipated in our statements. Such
risks, uncertainties and other factors include, among others, those listed in "Management's Discussion and Analysis of
Financial Condition and Results of Operations" under "Forward-Looking Statements" in our annual and quarterly reports
incorporated herein by reference, as well as those discussed in "Risk Factors" in such reports incorporated herein by
reference.

Our expectations, beliefs and projections are expressed in good faith. We believe they are reasonable based on,
without limitation, an examination of historical operating trends, data contained in our records and other data available
from third parties. However, there can be no assurance that our expectations, beliefs or projections will be achieved or
accomplished.

THE COMPANY

General

Avista Corporation, which was incorporated in the Territory of Washington in 1889 (sometimes called "Avista" or
the "Company"), is an energy company engaged in the generation, transmission and distribution of energy and, through its
subsidiaries, in other energy-related businesses. Our corporate headquarters are in Spokane, Washington, the hub of the
Inland Northwest geographic region. Agriculture, mining and lumber were the primary industries in the Inland Northwest
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for many years; today health care, education, finance, electronic and other manufacturing, tourism and service sectors are
growing in importance.
S-3
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We have two reportable business segments, as follows:
·
Avista Utilities -- an operating division of Avista Corporation that comprises our regulated utility operations.
Avista Utilities generates, transmits and distributes electricity and distributes natural gas. It also engages in
wholesale purchases and sales of electricity and natural gas.

·
Advantage IQ -- an indirect (approximately 76% owned as of June 30, 2009) subsidiary of Avista Corporation
that provides sustainable utility expense management solutions, partnering with multi-site companies across North
America to assess and manage utility costs and usage. Advantage IQ's primary product lines include processing,
payment and auditing of energy, telecom, waste, water/sewer and lease bills as well as strategic management
services.

Avista Corporation has other businesses, including sheet metal fabrication, venture fund investments and real estate
investments, as well as certain natural gas storage facilities and a power purchase agreement held by Avista Energy, Inc.
("Avista Energy"), an indirect wholly-owned subsidiary. These activities do not represent a reportable business segment.

Advantage IQ, Avista Energy and various other companies are subsidiaries of Avista Capital, Inc. ("Avista Capital"),
which is a wholly owned subsidiary of Avista Corporation.

Avista Utilities

Avista Utilities provides electric distribution and transmission as well as natural gas distribution services in parts of
eastern Washington and northern Idaho. It also provides natural gas distribution service in parts of northeast and
southwest Oregon. At June 30, 2009, Avista Utilities supplied retail electric service to approximately 353,000 customers
and retail natural gas service to approximately 313,000 customers across its entire service territory.

In addition to providing electric transmission and distribution services, Avista Utilities generates electricity from its
generating facilities, which had a total net capability of approximately 1,768 MW at December 31, 2008. Avista Utilities
owns and operates hydroelectric projects having a total net capability of approximately 981.7 MW, gas-fired generating
facilities having a total net capability of 514.5 MW, an undivided interest in a coal-fired generating station with
entitlement to 222 MW of net capability and a wood-waste fueled generating station having a net capability of 50 MW. In
addition to its own resources, Avista Utilities is party to a number of long-term power purchase and exchange contracts
that increase its available resources.

Advantage IQ

Advantage IQ's invoice processing, auditing, payment services, energy procurement and comprehensive reporting
services are designed to provide companies with critical and easy-to-access information that enables them to proactively
manage and reduce their utility, telecom and waste management expenses.

Effective July 2, 2008, Advantage IQ completed the acquisition of Cadence Network, a privately held energy and
expense management company.

Other

Avista's other investments and operations include a subsidiary engaged in custom sheet metal fabrication, real estate
investments (primarily commercial office buildings), investments in venture capital funds, low income housing and a fuel
cell development company as well as certain natural gas storage facilities and a power purchase agreement.

Over time as opportunities arise, Avista plans to dispose of assets and phase out operations that do not fit with its
overall corporate strategy. However, Avista may invest incremental funds to protect its existing investments and invest in
new businesses that fit with its overall corporate strategy.

USE OF PROCEEDS

We will use the net proceeds from the sale of the Offered Bonds, together with other available funds, to retire
variable rate short-term borrowings outstanding under our $320 million credit facility, which matures in April 2011, and
for general corporate purposes. Borrowings under the credit facility bear interest at a variable rate, which was 0.55% at
September 11, 2009.

SELECTED FINANCIAL INFORMATION

Set forth below is certain selected consolidated financial information for the years ended December 31, 2008, 2007
and 2006 and the six and twelve months ended June 30, 2009 and 2008. This financial information has been derived from
the consolidated financial statements of Avista, which are incorporated herein by reference. This information should be
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read in
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Table of Contents
conjunction with our consolidated financial statements and related notes, management's discussion and analysis of results
of operations and other financial information which are incorporated by reference herein.

Six Months

Ended June 30,
Year Ended December 31,

2009 2008
2008 2007 2006

(in millions)

Operating Revenues
$ 795 $ 847 $1,677 $1,418 $1,506
Income from Operations
124 116 185 138 200
Net Income attributable to Avista Corporation
57 49
74
38
73

June 30, December 31,

2009
2008

(in millions)

Total Assets
$3,498 $
3,631
Net Utility Property(1)
2,531
2,492

(1) Substantially all utility properties owned by the Company are subject to the lien of the Company's Mortgage.

Six Months
Year Ended

Ended June 30,
December 31,

2009
2008 2007

Ratio of Earnings to Fixed Charges(1)

3.56 2.43 1.67

(1) The ratios for the years 2006, 2005 and 2004 were 2.14, 1.73 and 1.58, respectively. The ratios are computed using
the consolidated earnings and fixed charges of Avista and its subsidiaries. Fixed charges consist of interest on debt
(whether or not capitalized), net amortization of debt expense and premium, and the interest portion of rentals.
Earnings consist of pre-tax income from continuing operations increased by fixed charges and reduced by capitalized
interest.

Because the proceeds of this offering will be used to repay indebtedness and the ratio of earnings to fixed charges
would change by ten percent or more, pro forma ratios of earnings to fixed charges are presented below (unaudited).

Six Months Year Ended

Ended June 30, December 31,

2009

2008

Pro Forma Ratio of Earnings to Fixed Charges

3.09
2.42
S-5
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CAPITALIZATION

The following table sets forth our consolidated capitalization (including short-term debt and the current portion of
long-term debt) as of June 30, 2009, as well as our consolidated cash and cash equivalents. The following data are
unaudited and qualified in their entirety by our financial statements and other information incorporated herein by
reference. See "Use of Proceeds".

As of June 30, 2009

(in millions)

Cash and cash equivalents
$
34.5

Short-term debt (including current portion of long-term debt)(1)

280.5
Long-term debt(2)

810.1
Long-term debt to affiliated trusts

51.5
Total Avista Corporation stockholder's equity

1,033.0

Total capitalization
$
2,175.1

(1) The current portion of long-term debt includes $17 million of pollution control bonds that are subject to purchase at
any time at the option of the bondholder.

Avista Corp. has a committed line of credit agreement with various banks in the total amount of $320.0 million with
an expiration date of April 5, 2011 and another such agreement in the amount of $200 million with an expiration date
of November 24, 2009. In each case, Avista Corp. has delivered to the agent banks non-transferable first mortgage
bonds in a principal amount equal to the commitment in order to secure its obligations under the credit agreement. At
June 30, 2009 Avista had $260 million in borrowings and $36.7 million of letters of credit outstanding under its
$320 million credit agreement and no borrowings outstanding under the $200 million credit agreement.

Advantage IQ has a committed line of credit agreement with a bank in the total amount of $15.0 million with an
expiration date of February 2011. At June 30, 2009, Advantage IQ had $3.4 million in borrowings outstanding under
the credit agreement.

(2) Long-term debt, which is shown net of interest rate swaps and unamortized discount, consists of $835 million of
secured debt, which includes first mortgage bonds (or debt secured by first mortgage bonds).

DESCRIPTION OF THE OFFERED BONDS

The following description of the particular terms of the Offered Bonds supplements the description of the general
terms and provisions of the Bonds set forth under "Description of the Bonds" in the accompanying prospectus, to which
description reference is hereby made. Certain capitalized terms used and not defined in this prospectus supplement are
defined under "Description of the Bonds" in the accompanying prospectus.

General

The Offered Bonds will be issued as one series of bonds under our Mortgage, which is more fully described in the
accompanying prospectus.

The Offered Bonds will be issued in fully registered form only, without coupons. The Offered Bonds will be initially
represented by one or more fully registered global securities (the "Global Securities") deposited with or on behalf of The
Depository Trust Company ("DTC"), as depositary, and registered in the name of DTC or DTC's nominee. A beneficial
interest in a Global Security will be shown on, and transfers or exchanges thereof will be effected only through, records
maintained by DTC and its participants, as described below under "-- Book-Entry Only Issuance -- The Depository
Trust Company". The authorized denominations of the Offered Bonds will be $1,000 and any larger amount that is an
integral multiple of $1,000. Except in limited circumstances described below, the Offered Bonds will not be
exchangeable for Offered Bonds in definitive certificated form.

Principal, Maturity and Interest

We are issuing $250,000,000 aggregate principal amount of Offered Bonds. The Offered Bonds will mature on
April 1, 2022. We may, without the consent of holders of the Offered Bonds, issue additional bonds of the same series
having the same interest rate, maturity and other terms as the Offered Bonds. Such additional bonds may be offered at the
same or any different price.
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