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BEFORE THE PUBLIC UTILITIES COMMISSION OF THE STATE OF HAWAII In the Matter of the Application of KAUAI ISLAND UTILITY COOPERATIVE ) DOCKET NO. 2016-0091 ) For Waiver or Exemption With Respect to ) Proposed Refinancing of the 2002 RUS ) Term Loan, Pursuant to Hawaii Revised ) Statutes, Section 269-31(b). ) ) 3 3 7 43 DECISION AND ORDER NO. Tf CZ cr- oco f or“ CZ* im T1 zs. --ire:T 1 C/>—1 cr r™ </7~ — 1 ■0-: V m K> c/> — cn BEFORE THE PUBLIC UTILITIES COMMISSION OF THE STATE OF HAWAII In the Matter of the Application of KAUAI ISLAND UTILITY COOPERATIVE Docket No. 2016-0091 For Waiver or Exemption With Respect to ) Decision and Order No. Proposed Refinancing of the 2002 RUS ) Term Loan, Pursuant to Hawaii Revised ) 3 3 743 Statutes, Section 269-31 (b). ) . ) DECISION AND ORDER By this Decision and Order, the commission approves the requested relief set forth in the Application filed on April 4, 2016, by KAUAI ISLAND UTILITY COOPERATIVE {"KIUC") Specifically, pursuant to HRS § 269-31(b), the commission approves the requested waiver from any requirement that KIUC obtain approval from the commission in order to consummate its proposed refinancing of the remaining balance of the 2002 United States Department of ^"Application; Exhibit 1; Verification; and Certificate of Service," filed on April 4, 2016 (collectively, the "Application"). The Parties to this proceeding are KIUC and the DIVISION OF CONSUMER ADVOCACY OF THE DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS ("Consumer Advocate"), an ^ officio party to • this proceeding pursuant to Hawaii Revised Statutes ("HRS") §' 269-51 and Hawaii Administrative Rules ("HAR") §' 6-61-62(a). No persons moved to intervene or participate in this proceeding. Agriculture Rural Utilities Service ("RUS") Term Loan, as set forth in the Application ("Proposed Refinancing Term Loan"). I. Background KIUC is a Hawaii not-for-profit electric cooperative formed pursuant to HRS chapter 421C, engaged in the production, transmission, distribution, purchase, and sale of electric energy- on the island of Kauai, State of Hawaii.^ KIUC is member-owned and governed by a board of directors who are members of the electric cooperative and who are democratically elected by members of the electric cooperative pursuant to applicable bylaws.^ KIUC has been an operating public utility since November 1, 2002, when it purchased substantially all of the assets and assumed the operations of the Kauai Electric division of Citizens Communications Company, as approved by the commission in Order No. 19658, as amended by Order No. 19755.-^ In those Orders, the commission approved, among other things, KIUC's request to ^See In re Citizens Communications, Co., Kauai Elec. Div. and Kauai Island Util. Co-Op., Docket No. 02-0060, "Decision and Order No. 19658," filed on September 17, 2002 ("Order No. 19658"), as amended by "Decision and Order No. 19755," filed on October 30, 2002 ("Order No. 19755"). ^See Order No. 19658 at 14. ^See Application at 3 (see footnote no. 5, below, for an explanation of the amendment in Order No. 19755). 2016-0091 2 finance the entire $215 million purchase price through a 25-year term loan with RUS, secured by a first mortgage lien and security interest on all assets and revenues of KIUC ("2002 RUS Term Loan").^ It is this loan that KIUC seeks to refinance. II. Application On April 4, 2016, KIUC filed its Application pursuant to HRS § 269-31(b) requesting: 1. A waiver or exemption from any requirement that KIUC obtain approval from the Commission in order to enter into and consummate the Proposed Refinancing; and 2. Any other relief as may be deemed required, applicable, or otherwise appropriate, just, and reasonable under the circumstances in order to allow KIUC to enter into and consummate the Proposed Refinancing Term Loan.® ®See Application at 3 (noting that through Order No. 19755, the commission amended Order No. 19658 to reflect the change in the financing loan term from 30 years to 25 years). ®See Application at 1-2. 2016-0091 A. Terms of the Proposed Refinancing Term Loan Since entering into the 2002 RUS Term Loan, KIUC has been able to pay down more than $80,000,000 of the $215,000,000 initial loan balance, resulting in a remaining balance of approximately $133,000,000.”^ Given the current lending environment, KIUC is seeking to refinance the remaining balance of the 2002 RUS Term Loan, and has obtained a term sheet from National Rural Utilities Cooperative Finance Corporation ("CFC") with the following significant terms and■conditions:® Principal Loan Amount: Up to $133,000,000, but not to exceed 105% of the balance on the RUS loans being refinanced Loan Term: Up to 12 years Maturity Date: October 31, 2027 {same as the existing 2002 RUS Term Loan) Security Interest: First mortgage lien and security interest on all assets and revenues of KIUC (same as the exisiting 2 0 02 RUS Term Loan) Interest Rate: Two options 1) 2.70% - Including Patronage Capital 2) 2.60% - With no Patronage Capital® ~^See Application at 3-4. Âpplication, Exhibit 1 at 1. ®CFC has agreed to "lock" these interest rates until July 5, 2016. See Application at 5. 2016-0091 KIUC stated that it intends to select the 2.70% interest rate that allows for the inclusion of patronage capital, which is expected to reduce the effective interest rate to 2.51%.^° The 2.51% interest rate "is about 115 basis points lower ,than the approximately 3.66% current weighted interest rate of the existing 2002 RUS Term Loan .... which would result in estimated interest payment savings of approximately $10 million over the remaining term of the loan."ii B. Justification for Waiver or Exemption KIUC contends that approval of its waiver or exemption request to enter into and consummate the Proposed Refinancing Term Loan is reasonable, appropriate, and would serve the public interest, for the. following reasons: (1) As an electric cooperative, KIUC's ownership structure and interests are not subject to the need to balance shareholders' concerns of profitability and customers' concerns of service; ^°See Application at 5. ^Âpplication at 5. ^^See Application at 8. 2016-0091 (2) Granting a waiver or exemption in this situation is consistent with previous commission rulings (3) The commission has previously reviewed and approved the existing 2002 RUS Term Loan in Docket No. 02-0060, and the only material differences with the Proposed Refinancing Term Loan are (a) a different lender, (b) an improved interest rate, and (c) a lower amount of approximately $133,000,000 to be refinanced; (4) The realization of immediate and future cost savings to KIUC and its members/customers due to an estimated interest payment savings of approximately $10,000,000 over the remaining term of the loan; such savings increase KIUC's ability to use operating cash flows to fund operating expenses, meet its financial obligations, and carry out its 2013-2025 Strategic Plan;^^ and ^ (5) The regulatory process for an electric utility cooperative would be streamlined and the associated regulatory J-^See Application at 8-9 {citing Decision and Order Nos. 32459 and 32833 in Docket Nos. 2014-0017 and 2014-0060, respectively, where KIUC was waived from required commission approval to enter into a new $42.5 million secured loan, and a sublease agreement, respectively). ^‘*See Application at 9. ^^See Application at 10-11. 2016-0091 6 burdens and expenses would be reduced, in conformance with the intent of HRS § 269-31.1® C. Commission Authority to Grant Waiver or Exemption Pursuant to Act 57 (2013) ("Act 57"), HRS § 269-31 was amended by adding subsection (b) to provide the commission with the authority to: waive or exempt an electric cooperative from any or all requirements of this chapter [(i.e., HRS Chapter 269)] or any applicable franchiscv charter, decision, order, rule, or other law, upon a determination or demonstration that such requirement or requirements should not be applied to an electric cooperative or are otherwise unjust, unreasonable, or not in the public interest. Moreover, subsection (b) requires that the commission "at all times consider the ownership structure and interests of an electric cooperative in determining the scope and need for any regulatory oversight or requirements over such electric cooperative."!® The purpose section of Act 57 explains that this authority provides the commission "the flexibility and discretion to determine the applicability of existing regulatory requirements !®See Application at 11. i~^Se6 Application at 6 (citing HRS § 269-31 (b)) i®HRS § 269-31 (b) . 2016-0091 to electric cooperatives in furtherance of the public interest."^® The rationale for this section is that not-for-profit electric cooperatives and their customers do not share the same tensions that exist between an investor-owned utility's profit motive and the interests of its customers.Therefore, upon considering the ownership structure and interests of an electric cooperative, it may be just, reasonable, in the public interest, or otherwise appropriate for the commission to grant the electric cooperative a waiver or exemption from certain electric utility regulations. In addition to the statutory requirements of HRS § 269-31, KIUC asserts that commission "should also consider other factors" when determining whether to grant a waiver or exemption, including: (a) streamlining and easing the regulatory process as well as the burden for an electric cooperative under the circumstances; and (b) avoiding the wasteful duplication of compliance, regulatory, and oversight efforts due to the fact that electric cooperatives are currently under the regulation of both federal and state agencies.21 The reason this assertion is incorrect is provided in detail below. ^Âpplication at 7 (citing Act 57, § 1). ^°See Application at 6-7.

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