Note 15 - Subsequent Event

12 Months Ended

Dec. 31, 2012

NOTE 15 – SUBSEQUENT EVENTS

On January 9, 2013, Cadiz revised its existing agreement with the Brownstein. Under this agreement, Brownstein provides certain legal and advisory services to the Company, including the services of Mr. Scott Slater, the Company’s Chief Executive Officer. As previously disclosed, the Company had agreed to pay to Brownstein an amount of up to 1% of the net present value of the Water Project as incentive compensation in consideration of the services provided by Brownstein under the original agreement.

The revised agreement replaces the net present-value-based incentive compensation provisions of the original agreement with an agreement to issue up to a total of 400,000 shares of the Company’s common stock, with 100,000 shares earned upon the achievement of each of four enumerated milestones as follows:

i.	100,000 shares earned upon the execution of the revised agreement;

ii.	100,000 shares earned upon receipt by the Company of a final judicial order dismissing all legal challenges to the Final Environmental Impact Report for the Project;

iii.	100,000 shares earned upon the signing of binding agreements for more than 51% of the Project’s annual capacity; and

iv.	100,000 shares earned upon the commencement of construction of all of the major facilities contemplated in the Final Environmental Impact Report necessary for the completion and delivery of the Project.

All shares earned upon achievement of any of the four milestones will be payable three years from the date earned. The agreement also provides for base cash compensation payments to Brownstein of $25,000 per month.

On March 5, 2013, the Company completed arrangements with its senior lenders to refinance the Company’s existing $66 million corporate term debt. The new agreement establishes two separate debt instruments, a $30 million senior secured mortgage loan due in three years, and a new $53.5 million convertible bond due in five years, with no principal or interest payments due on either instrument until maturity. The new debt instruments will replace all existing term debt on the Company’s balance sheet and provide $17.5 million in new working capital to fund the Company’s current operations, including pre-construction activities related to the Project.

The major components of the refinancing include:

A $30 million senior term loan secured by the underlying assets of the Company, including landholdings and infrastructure (the “Senior Secured Debt”). The instrument, which will be held entirely by existing Lenders, will accrue interest at 8% per annum and require no principal or interest payments before maturity on March 5, 2016. Prepayment would be mandatory following any asset sale or voluntarily at the Company’s option, subject to a premium. The Senior Secured Debt will have a senior position to any other Company debt instrument.

A $53.5 million convertible bond held by our existing Lenders and new investors (the “Bond”). The Bond will be convertible at any time into the Company’s common stock at a price of $8.05 per share. Interest would accrue at 7% per annum, with no principal or interest payments required before maturity on March 5, 2018. This instrument will have a junior position to the Senior Secured Debt.

·	Approximately $17.5 million in new working capital provided as part of the Bond issuance to fund Company operations.

In September 2008, the Company entered into a lease agreement with the Arizona and California Railroad Company (“ACR”). Under the terms of the lease, the Company can use a portion of the railroad’s right-of-way to construct and operate a water conveyance pipeline for a period up to 99 years. The lease agreement provides for an initial design term, a design term extension, and an additional term for the construction and operation of a water conveyance pipeline. The initial design term and design terms extension expired on March 6, 2013. Pursuant to the agreement, the Company made a payment in the amount of $3.3 million on March 6, 2013, to commence the construction and operation term of the agreement.