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) August 5, 2005
--------------
Caithness Coso Funding Corp.
----------------------------
(Exact name of registrant as specified in its charter)
Delaware 333-83815 94-3328762
-------- --------- ----------
(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
--------------------- ---------- ----------
(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
------------------------------------------------ ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 921-9099
--------------
Not Applicable
--------------
(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))
The Coso projects consist of three 80 MW geothermal power plants, called
Navy I, BLM and Navy II, 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. Coso Finance Partners,
Coso Energy Developers and Power Developers are collectively referred to as the
"Coso Partnerships" and are registrants.
Caithness Coso Funding Corp. ("Funding Corp."), also a registrant, is a
single-purpose Delaware Corporation formed to issue securities for its own
account and act as an agent on behalf of the Coso Partnerships. On May 28, 1999,
Funding Corp. sold $413 million of senior secured notes due December 15, 2009
(the "Existing Notes"), of which approximately $208 million is currently
outstanding. Pursuant to separate credit agreements between Funding Corp. and
each of the Coso Partnerships, the net proceeds from the offering of the
Existing Notes by Funding Corp. were loaned to the Coso Partnerships.
Section 1 - Registrants Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
On August 5, 2005, Funding Corp. issued $375 million of senior secured
bonds due June 15, 2019 and $90 million of subordinated secured notes due June
15, 2014 (collectively, the "Securities"). The senior bonds were issued pursuant
to an Indenture dated August 5, 2005 between Funding Corp. and U.S. Bank
National Association, as trustee (the "Senior Indenture"). The Securities are
secured by the assets of Funding Corp. and the Coso Partnerships and pledges of
the Coso Partnerships' interests by the owners thereof, and are guaranteed by
each of the Coso Partnerships pursuant to security and guarantee agreements.
Item 1.02 Termination of a Material Definitive Agreement
The proceeds of the Securities will be put into an escrow account for the
benefit of the holders of the Existing Notes, and on approximately September 6,
2005, the proceeds of the escrow account will be released to the holders of the
Existing Notes to repay the Existing Notes in full.
Effective August 5, 2005, under the terms of the Indenture (the "Existing
Indenture") of the Existing Notes, the covenants of Funding Corp. and the Coso
Partnerships will be defeased, and the related security agreements and pledge
agreements of Funding Corp. and the Coso Partnerships pertaining to the Existing
Notes will be deemed to be satisfied in full and will no longer be enforceable
against Funding Corp. or the Coso Partnerships.
Section 2 - Financial Information
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of a Registrant
On August 5, 2005, Funding Corp. issued the Securities that constitutes a
direct financial obligation of Funding Corp. The Securities are secured by a
first priority lien (for senior secured bonds) and a subordinated lien (for
subordinated secured notes) on the assets of Funding Corp. and on the assets of
the Coso Partnerships pursuant to separate guarantees. Such guarantees
constitute obligations under an off-balance balance sheet arrangement of the
Coso Partnerships and are joint and several, unconditional guarantees of payment
of the Securities.
Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial
Obligation or an Obligation Under an Off-Balance Sheet Arrangement
The issuance of the Securities triggers acceleration of the principal
amount of the Existing Notes under the Existing Indenture. Therefore, the
proceeds from the issuance of the Securities will be placed in escrow on August
5, 2005, for the benefit of the holders of the Existing Notes. Under the terms
of the Existing Indenture, the covenants prohibiting the issuance of the Senior
Bonds and Subordinated Notes will be defeased on August 5, 2005, and the related
security agreements and pledge agreements of Funding Corp. and the Coso
Partnerships will be deemed to be satisfied in full and will no longer be
enforceable against Funding Corp. or the Coso Partnerships. Upon release of the
funds held in escrow to the holders of the Existing Notes on approximately
September 6, 2005, the Existing Notes will be repaid in full and will no longer
be enforceable against Funding Corp. or the Coso Partnerships, and the Existing
Indenture and related guarantees of the Coso Partnerships will be deemed to be
satisfied in full and will no longer be enforceable against Funding Corp. or the
Coso Partnerships.
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: August 5, 2005 By: /S/ CHRISTOPHER T. MCCALLION
----------------------------
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
----------------------------
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
----------------------------
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
----------------------------
Christopher T. McCallion
Executive Vice President &
Chief Financial Officer
(Principal Financial and
Accounting Officer)