Caithness Coso Funding Corp. Announces Pricing of Tender Offer and Consent Solicitation for its Outstanding 6.263% Subordinated Secured Notes Due 2014 and its 5.489% Senior Secured Bonds Due 2019

Dec 03, 2007, 00:00 ET from Caithness Coso Funding Corp.

    NEW YORK, Dec. 3 /PRNewswire/ -- Caithness Coso Funding Corp. (the
 "Company") announced the pricing terms of its previously announced tender
 offers and consent solicitations for any and all of its outstanding
 $90,000,000 original principal amount of 6.263% Subordinated Secured Notes
 due 2014 (CUSIP Nos. 128017AK6 and U12295AD0) (the "2014 Notes") and its
 $375,000,000 original principal amount of 5.489% Senior Secured Bonds due
 2019 (CUSIP Nos. 128017AG5 and U12295AC2) (the "2019 Bonds" and, together
 with the 2014 Notes, the "Notes"). The tender offers and the related
 consent solicitations are subject to the terms and conditions set forth in
 the Company's Offer to Purchase and Consent Solicitation Statement, dated
 September 18, 2007, and the accompanying Consent and Letter of Transmittal
 (together, the "Offer Documents").
     The tender offers and related consent solicitations are being conducted
 in connection with the previously announced agreements (the "Purchase
 Agreements") between Caithness Energy, L.L.C. ("Caithness Energy"), certain
 owners of Caithness Energy, certain subsidiaries of Caithness Energy and
 ArcLight Renewco Holdings, LLC ("Renewco"), each dated July 9, 2007,
 pursuant to which Renewco has agreed to acquire a one hundred percent
 (100%) direct ownership interest in certain affiliates of the Company (the
 "Acquisitions") as described in the Offer Documents. As described in the
 Offer Documents, provided that the conditions of the tender offers and
 consent solicitations are satisfied, the Company may, in its sole
 discretion, accept for payment and pay for Notes tendered on an initial
 settlement date prior to the Expiration Time.
     The total consideration for each $1,000 principal amount of Notes (the
 "Total Consideration"), which will be payable in respect of Notes that are
 validly tendered and accepted for payment and consents validly delivered at
 or prior to 9:00 a.m., New York City time, on December 7, 2007, will be $
 $1,084.17 per $1,000 original principal amount with respect to the 2014
 Notes and $ 1,073.03 per $1,000 principal amount with respect to the 2019
 Bonds, which includes $20.00 per $1,000 original principal amount of Notes
 (the "Consent Payment"). As described in the Offer Documents, the total
 consideration will be multiplied by a scaling factor that reflects the fact
 that the Notes are subject to principal amortization. In addition, holders
 will be paid accrued and unpaid interest on the tendered Notes up to, but
 not including, the settlement date, which the Company expects will occur on
 December 7, 2007.
     The Total Consideration with respect to the 2014 Notes and the 2019
 Bonds, were determined using a yield equal to the bid price on the 4.75%
 U.S. Treasury Note due March 31, 2011, and a yield equal to the bid price
 on the 3.875% U.S. Treasury Note due February 15, 2013, respectively, which
 was 2.988% and 3.327%, respectively, as of 2:00 p.m., New York City time,
 on December 3, 2007, plus a fixed spread of 50 basis points with respect to
 the Notes. All holders who validly tender their Notes before 9:00 a.m., New
 York City time, on December 7, 2007 (the "Expiration Time") will be
 eligible to receive the Total Consideration, which includes the Consent
     Subject to the terms and conditions of the tender offers and consent
 solicitations, payment for tendered Notes will be made promptly after the
 Expiration Time.
     The Company has retained Citi to act as sole Dealer Manager for the
 tender offers and as the Solicitation Agent for the consent solicitations.
 Citi can be contacted at (212) 723-6106 (collect) or at (800) 558-3745
 (toll free). Global Bondholder Services Corporation is the Information
 Agent and Depositary for the tender offers and can be contacted at (212)
 430-3774 (collect) or at (866) 470-4200 (toll free). Copies of the Offer
 Documents and other related documents may be obtained from the Information
     The tender offers and consent solicitations are being made solely on
 the terms and conditions set forth in the Offer Documents. Under no
 circumstances shall this press release constitute an offer to buy or the
 solicitation of an offer to sell any securities of the Company. This press
 release is for informational purposes only and is not a solicitation of
 consents to the proposed amendments and waivers to the indentures. The
 tender offers and consent solicitations are not being made to holders of
 Notes in any jurisdiction in which the making or acceptance thereof would
 not be in compliance with the securities, blue sky or other laws of such
 jurisdiction. No recommendation is made as to whether holders of Notes
 should tender their notes or give their consent.
     Caithness Coso Funding Corp.
     Caithness Coso Funding Corp. is a single-purpose Delaware corporation
 formed to finance the business and operations of Coso Finance Partners, a
 California general partnership ("Navy I Partnership"), Coso Energy
 Developers, a California General Partnership ("BLM Partnership"), and Coso
 Power Developers, a California General Partnership ("Navy II Partnership,
 and together with Navy I Partnership and BLM Partnership, the
 "Partnerships"). The Company has no material assets, other than the loans
 it has made and will make to the Partnerships and certain accounts created
 in connection with the offering of the Notes, and does not conduct any
 business, other than issuing the Notes and making the loans to the
 Partnerships, and activities directly related thereto.
     Forward-Looking Statements
     This press release contains forward-looking statements based on current
 Company management expectations. Those forward-looking statements include
 all statements other than those made solely with respect to historical
 fact. Numerous risks, uncertainties and other factors may cause actual
 results to differ materially from those expressed in any forward-looking
 statements. These factors include, but are not limited to: (1) risks
 relating to the uncertainties in the California energy market, (2) the
 financial viability of Southern California Edison, (3) risks related to the
 operation of geothermal power plants, (4) the impact of avoided cost
 pricing along with other pricing variables, (5) general operating risks,
 including resource availability and regulatory oversight, (6) changes in
 government regulation, (7) the effects of competition, (8) consummation of
 the tender offers, the consent solicitations and the Acquisitions, (9) the
 occurrence of any event, change or other circumstance that could give rise
 to the termination of the Purchase Agreements, which sets forth the terms
 of the Acquisitions, (10) the outcome of any legal proceedings that may be
 instituted against the Company and others relating to the Purchase
 Agreements, (11) the inability to complete the proposed Acquisitions due to
 the failure to obtain certain governmental approvals or the failure to
 satisfy other conditions to consummate the proposed Acquisitions, the
 tender offers or the consent solicitations, (12) risks that the proposed
 Acquisitions disrupt current plans and operations and the potential
 difficulties in employee retention as a result of the proposed
 Acquisitions, and (13) the amount of the costs, fees, expenses and charges
 related to the proposed Acquisitions. Many of the factors that will
 determine the outcome of the subject matter of this press release are
 beyond the Company's ability to control or predict. The Company undertakes
 no obligation to revise or update any forward-looking statements, or to
 make any other
     forward-looking statements, whether as a result of new information,
 future events or otherwise.

SOURCE Caithness Coso Funding Corp.