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 Payment. 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 Agent. 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.