Caithness Coso Funding Corp. Announces Tender Offer and Consent Solicitation For its 6.263% Subordinated Secured Notes due 2014 and its 5.489% Senior Secured Bonds due 2019

    NEW YORK, Sept. 18 /PRNewswire/ -- Caithness Coso Funding Corp. (the
 "Company") announced today that it is offering (the "Offer") to purchase
 for cash 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"), on the terms and subject to the conditions set forth in the Offer
 to Purchase and Consent Solicitation Statement, dated September 18, 2007
 and the accompanying Consent and Letter of Transmittal (together, the
 "Offer Documents"). The Company is also soliciting consents (the "Consent
 Solicitation") from holders of the Notes for (x) certain proposed
 amendments that would, among other things, eliminate substantially all of
 the restrictive covenants and certain events of default contained in the
 indentures under which the Notes were issued and (y) certain proposed
 waivers that would waive (i) the change of control offer provisions
 required in connection with a change of control and (ii) the notice
 provisions required in connection with an optional redemption by the
 Company to allow the Company the flexibility to promptly redeem any Notes
 that are not tendered by the Expiration Time (as defined below).
     Adoption of the proposed amendments and the proposed waivers requires
 that holders of at least 51% of the aggregate outstanding principal amount
 of each of the 2014 Notes and the 2019 Bonds not owned by the Company or
 its affiliates shall have delivered valid consents (which have not been
 withdrawn), and the Company and the Trustee for the Notes shall have
 executed and delivered supplemental indentures setting forth the proposed
 amendments and proposed waivers to the indentures (the "Minimum Consent
 Condition").
     As previously announced, pursuant to the terms of the Purchase and Sale
 Agreement, by and among 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 (the "Purchase Agreement"), Renewco has agreed to acquire (the
 "Acquisitions") a one hundred percent (100%) direct ownership interest in
 (i) Coso Finance Partners, a California general partnership ("Navy I
 Partnership"), (ii) Coso Energy Developers, a California General
 Partnership ("BLM Partnership"), (iii) Coso Power Developers, a California
 General Partnership ("Navy II Partnership"), (iv) Coso Land Company, a
 California general partnership, (v) China Lake Joint Venture, a California
 general partnership, (vi) New CLPSI Company, LLC, a Delaware limited
 liability company, (vii) New RVPI Company, LLC, a Delaware limited
 liability company and (viii) Coso Hay Ranch, LLC, a Delaware limited
 liability company. Renewco will also acquire a one hundred percent (100%)
 indirect ownership interest in the Company and Coso Transmission Line
 Partners, a California general partnership.
     The Consent Solicitation will expire at 5:00 p.m., New York City time,
 on October 1, 2007, unless earlier terminated or extended (such date and
 time, as the same may be modified, the "Consent Time"). The Offer will
 expire at 12:00 midnight, New York City time, on October 16, 2007, unless
 earlier terminated or extended (such date and time, as the same may be
 modified, the "Expiration Time").
     The total consideration to be paid for each $1,000 in principal amount
 of Notes validly tendered and accepted for purchase, subject to the terms
 and conditions of the Offer Documents, will be paid in cash and will be
 calculated based on the 4.75% U.S. Treasury Note due March 31, 2011 and on
 the 3.875% U.S. Treasury Note due February 15, 2013, for the 2014 Notes and
 the 2019 Bonds, respectively, plus 50 basis points (the "Fixed Spread")
 (such price being rounded to the nearest cent), minus accrued and unpaid
 interest to, but not including, the applicable Settlement Date multiplied
 by a scaling factor that reflects the fact that the Notes are subject to
 principal amortization. The total consideration includes a consent payment
 equal to $20 per $1,000 in principal amount of Notes (the "Consent
 Payment"). Holders will only be eligible to receive the Consent Payment if
 they validly tender (and do not validly withdraw) their Notes at or prior
 to the Consent Time. The detailed methodology for calculating the total
 consideration for the Notes is outlined in the Offer Documents.
     Holders who validly tender and do not properly withdraw their Notes at
 or prior to the Consent Time will be eligible to receive the total
 consideration, multiplied by the applicable scaling factor. Holders who
 validly tender and do not properly withdraw their Notes after the Consent
 Time, but at or prior to the Expiration Time, will be eligible to receive
 the total consideration less the Consent Payment, multiplied by the
 applicable scaling factor. In either case, all Holders who validly tender
 and do not properly withdraw their Notes will receive accrued and unpaid
 interest up to, but not including, the applicable settlement date.
     Provided that the conditions to the Offer have been satisfied or
 waived, payment for Notes purchased in the Offer and Consents delivered in
 the Consent Solicitation shall be made on either the initial settlement
 date, which is expected to be promptly following the date on which the
 conditions to the Tender Offer are satisfied, unless the Company, in its
 sole discretion, extends or forgoes the initial settlement date for Notes
 that are validly tendered and not withdrawn at or prior the Consent Time or
 the final settlement date, which is expected to be promptly following the
 Expiration Time for Notes that are validly tendered after the Consent Time,
 but at or prior to the Expiration Time and not properly withdrawn.
     Holders who tender their Notes must consent to the proposed amendments
 and waivers. Tendered Notes may be withdrawn and the related consents may
 be revoked at any time at or prior to 5:00 p.m. New York City time, on
 October 1, 2007 (the "Withdrawal Deadline"), but not thereafter.
     The Company's Offer and Consent Solicitation are conditioned on, among
 other things, the following:
     -- the closing of the Acquisitions shall have occurred;
     -- Renewco and its direct and indirect subsidiaries, shall have received
        proceeds from senior debt financing and lease financing all on terms
        acceptable to Renewco in its sole discretion, which in the aggregate,
        together with equity contributions from Renewco, is expected to be
        sufficient to fund consummation of the Acquisitions and the payment of
        all amounts in connection with the Offer and Consent Solicitation; and
     -- the satisfaction of the Minimum Consent Condition.
     The Company has retained Citi to act as sole Dealer Manager for the
 Offer and as the Solicitation Agent for the Consent Solicitation. 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 Offer 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 Offer to Purchase and Consent Solicitation 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 also is not a solicitation of consents to the proposed amendments
 and waivers to the indentures. The Offer and Consent Solicitation 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.
     None of the Company, Renewco, the Dealer Manager, the Information Agent
 or the Depositary makes any recommendation as to whether holders of the
 Notes should tender their Notes or consent to the proposed amendments and
 waivers to the indentures and no one has been authorized by any of them to
 make such recommendations. Holders must make their own decisions as to
 whether to consent to the proposed amendments and waivers to the indentures
 and to tender the Notes.
     Caithness Coso Funding Corp.
     Caithness Coso Funding Corp. is a single-purpose Delaware corporation
 formed to finance the business and operations of Navy I Partnership, BLM
 Partnership, and Navy II Partnership, collectively, 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 Offer, the Consent Solicitation and the Acquisitions, (9) the
 occurrence of any event, change or other circumstance that could give rise
 to the termination of the Purchase Agreement, 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
 Agreement, (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 Offer
 or the Consent Solicitation, (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.

Custom Packages

Browse our custom packages or build your own to meet your unique communications needs.

Start today.

 

PR Newswire Membership

Fill out a PR Newswire membership form or contact us at (888) 776-0942.

Learn about PR Newswire services

Request more information about PR Newswire products and services or call us at (888) 776-0942.