SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 21, 2005
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Caithness Coso Funding Corp.
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(Exact name of registrant as specified in its charter)
Delaware 333-83815 94-3328762
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Coso Finance Partners California 68-0133679
Coso Energy Developers California 94-3071296
Coso Power Developers California 94-3102796
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(Exact names of Registrants (State or other (I.R.S. Employer
as specified in their charters) jurisdiction of Identification No.)
incorporation)
565 Fifth Avenue, 29th Floor, New York, New York 10017-2478
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 921-9099
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Not Applicable
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the securities act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Section 8 - Other Events
Item 8.01 - Other Events
The Coso projects consist of three 80 MW geothermal power plants, called Navy I,
BLM and Navy II (together, the "Coso Partnerships"), their transmission lines,
wells, gathering system and other related facilities. Coso Finance Partners owns
Navy I and its related facilities, Coso Energy Developers owns BLM and its
related facilities and Coso Power Developers owns Navy II and its related
facilities.
Caithness Coso Funding Corp. ("Funding Corp.") is a single-purpose Delaware
Corporation formed to issue Series B Senior Secured Notes due in 2009 ("Notes")
for its own account and as an agent acting on behalf of the Coso Partnerships.
On May 28, 1999, Funding Corp. sold $413 million of senior secured notes,
including $303 million of Notes of which approximately $208 million is currently
outstanding. Pursuant to separate credit agreements between Funding Corp. and
each partnership, the net proceeds from the offering of the Notes were loaned to
the Coso Partnerships.
Funding Corp. to Refinance Notes
The Coso Partnerships and Funding Corp. intend to engage in a financing for
Funding Corp. to issue securities in accordance with Rule 144A and Regulation S
for approximately $375 million of senior secured bonds due in 2019 and
approximately $90 million of subordinated secured notes due in 2014
(collectively, the "Securities"). The proceeds from the sale of the securities
will be used to (i) redeem the Notes, including prepayment premiums and any
fees, costs and expense related thereto, (ii) fund various reserve accounts,
(iii) pay costs and expenses incurred in issuing the Securities and (iv) make
loans to the Coso Partnerships to allow for distributions to their respective
beneficial owners.
The Securities will not be registered under the Securities Act of 1933, as
amended (the "Act"), and may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements.
This 8-K is being filed for the purpose of complying with Rule 135c(d)
promulgated under the Act.
Certain information included in this report contains forward-looking statements
made pursuant to the Private Securities Litigation Reform act of 1995 ("Reform
Act"). Such statements are based on current expectations and involve a number of
known and unknown risks and uncertainties that could cause the actual results
and performance of the Coso Partnerships to differ materially from any expected
future results or performance, expressed or implied, by the forward-looking
statements including expectations regarding the future results of operations of
the Coso Partnerships. In connection with the safe harbor provisions of the
Reform Act, the Coso Partnerships have identified important factors that could
cause actual results to differ materially from such expectations, including
resolution of the energy crisis in California, operating uncertainty,
uncertainties relating to geothermal resources, uncertainties relating to
economic and political conditions and uncertainties regarding the impact of
regulations, changes in government policy, judicial decisions, industry
deregulation and competition. Reference is made to all of the Registrants' SEC
filings incorporated herein by reference, for a description of such factors. The
Registrants assume no responsibility to update forward-looking information
contained herein.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CAITHNESS COSO FUNDING CORP.,
a Delaware corporation
Date: July 21, 2005 By: /S/ CHRISTOPHER T. MCCALLION
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Christopher T. McCallion
Executive Vice President &
Chief Financial Officer
(Principal Financial and
Accounting Officer)
COSO FINANCE PARTNERS AND SUBSIDIARY
a California general Partnership
By: New CLOC Company, LLC,
its Managing General Partner
By: /S/ CHRISTOPHER T. MCCALLION
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Christopher T. McCallion
Executive Vice President &
Chief Financial Officer
(Principal Financial and
Accounting Officer)
COSO ENERGY DEVELOPERS
a California general Partnership
By: New CHIP Company, LLC,
its Managing General Partner
By: /S/ CHRISTOPHER T. MCCALLION
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Christopher T. McCallion
Executive Vice President &
Chief Financial Officer
(Principal Financial and
Accounting Officer)
COSO POWER DEVELOPERS AND SUBSIDIARY
a California general Partnership
By: New CTC Company, LLC,
its Managing General Partner
By: /S/ CHRISTOPHER T. MCCALLION
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Christopher T. McCallion
Executive Vice President &
Chief Financial Officer
(Principal Financial and
Accounting Officer)