Item 8.01 Other Events.

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On June 4, 2018, Avista Corporation (Avista Corp. or the Company) and Hydro One Limited (Hydro One) received approval from the Regulatory Commission of Alaska (RCA) on the proposed merger. The approval is subject to the following conditions: (1) Alaska Electric Light & Power Company’s (AEL&P) capital structure is maintained at its previously ordered 46 percent debt and 54 percent equity levels, (2) there will be no rate recovery of transaction costs or premium associated with the acquisition, (3) assignment of costs related to services between Avista Corp. and AEL&P will be subject to review and approval by the RCA, (4) AEL&P continues to be operated independently with the same experienced management team as existed prior to the acquisition, and (5) the parties adhere to all commitments filed with the RCA on April 3, 2018.

With this order, the merger has received all required approvals in Alaska.

Hydro One and Avista Corp. received the Federal Communications Commission’s consent on May 4, 2018 to close their merger and antitrust clearance on April 5, 2018 after the expiration of the waiting period under the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The transaction received approval from the Federal Energy Regulatory Commission on January 16, 2018 and from Avista Corp. shareholders on November 21, 2017. The Committee on Foreign Investment in the United States completed its review of the proposed merger on May 18, 2018, and has concluded that there are no unresolved national security concerns with respect to the transaction.

Applications for regulatory approval of the transaction are still pending with utility commissions in Washington, Idaho, Oregon and Montana. All-parties, all-issues settlement agreements were filed with the Washington Utilities and Transportation Commission on March 27, 2018, with the Idaho Public Utilities Commission on April 13, 2018 and with the Public Utility Commission of Oregon on May 25, 2018. A settlement agreement with the City of Colstrip was filed with the Montana Public Service Commission on May 15, 2018. The consummation of the transaction is also subject to other customary closing conditions. The receipt or availability of funds or financing is not a condition to Hydro One's obligation to consummate the merger. Hydro One and Avista Corp. continue to anticipate closing the transaction in the second half of 2018.


Avista Corporation is an electric and natural gas utility with certain other business ventures. The Company operates through two business segments: Avista Utilities, and Alaska Electric Light and Power Company (AEL&P). Avista Utilities segment generates, transmits and distributes electricity, and distributes natural gas serving electric and natural gas customers in eastern Washington and northern Idaho and natural gas customers in parts of Oregon. AEL&P is a utility providing electric services in Juneau, Alaska. It operates other businesses, including sheet metal fabrication, venture fund investments and real estate investments, as well as certain other investments of Avista Capital, Inc., a subsidiary of the Company. Through Advanced Manufacturing and Development (AM&D), doing business as METALfx, the Company performs custom sheet metal fabrication of electronic enclosures, parts and systems for the computer, construction, telecommunication, renewable energy and medical industries.

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