HOUSTON, Jan. 26 /PRNewswire/ -- Universal Compression Holdings, Inc.
(NYSE: UCO) today announced its proposed financing transactions in connection
with the pending acquisition of Weatherford Global Compression Services, L.P.
("WGC").
The Company intends to raise at least $427 million under a new operating
lease facility to be funded primarily through an offering of approximately
$350 million in senior secured notes by an unaffiliated entity (the "SSN
Operating Lease Facility"). The Company also intends to enter into a new
secured revolving credit facility of up to $125 million and a new asset-backed
securitization operating lease facility of up to $200 million ("the "ABS
Operating Lease Facility"). The Company initially expects to fund
approximately $75 million under the ABS Operating Lease Facility and expects
to have no amounts outstanding under the new revolving credit facility. The
proceeds from the two new operating lease facilities will be used to
restructure existing operating lease obligations and refinance certain
existing indebtedness of the Company and WGC. Completion of these proposed
financing transactions is subject to the closing of the WGC acquisition,
market conditions and other customary closing conditions.
After giving effect to the WGC acquisition and the proposed financing
transactions, the Company expects to have approximately $198 million
outstanding under its 9 7/8% Senior Discount Notes due 2008 and approximately
$13 million of other indebtedness. In addition, the Company will cause to
have funded approximately $427 million under the SSN Operating Lease Facility
and approximately $75 million under the ABS Operating Lease Facility. Upon
closing of the WGC acquisition, the Company will have unused commitments of
approximately $250 million under the ABS Operating Lease Facility and the
revolving credit facility.
The Company's pro forma operating profits, including EBITDA, for the
combined entity following the WGC acquisition will not be impacted by the
proposed financing transactions. However, the Company's interest expense,
depreciation and amortization as well as earnings per share will be impacted
by the updated transactions as compared to its previously published pro forma
information. The effects of these financing transactions, including assumed
interest rates, are included in the Company's revised unaudited pro forma
combined condensed financial information that will be publicly available in
the Company's filings with the Securities and Exchange Commission.
The WGC acquisition is subject to various conditions, including the
approval by the Company's shareholders of the issuance of shares as
consideration for the acquisition, financing conditions and other customary
closing conditions. There can be no assurance the WGC acquisition will be
consummated, or that any or all of the proposed financing transactions will be
obtained or, if obtained will be on terms favorable to the Company.
The securities have not been and will not be registered under the
Securities Act of 1933 or applicable state securities laws and may not be
offered or sold in the United States absent registration or an applicable
exemption from registration requirements. This communication shall not
constitute an offer to sell or the solicitation of an offer to buy any
securities, including the notes.
Statements about the Company's outlook and all other statements in this
release other than historical facts are forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements rely on a number of assumptions concerning future
events and are subject to a number of uncertainties and factors, many of which
are outside the Company's control, which could cause actual results to differ
materially from such statements. While the Company believes that the
assumptions concerning future events are reasonable, it cautions that there
are inherent difficulties in predicting certain important factors that could
impact the future performance or results of its businesses. Among the
important factors that could cause actual results to differ materially from
those indicated by such forward looking statements are the failure to
consummate the proposed WGC acquisition, unfavorable financing terms and
conditions, completion of the new notes offering, inability to successfully
integrate acquisitions, demand for the Company's products and services future
sales and profits, the impact of general economic or business factors and
other risk factors. These risk factors, when applicable, are discussed in the
Company's filings with the Securities and Exchange Commission, copies of which
are available to the public. The Company expressly disclaims any intention or
obligation to revise or update any forward-looking statements whether as a
result of new information, future events, or otherwise.
SOURCE Universal Compression Holdings, Inc.
CONTACT: Jeffrey Todd, Manager-Investor Relations, Universal Compression Holdings, Inc., 713-335-7464