HOUSTON, Jan. 2 /PRNewswire/ -- Universal Compression, Inc., a wholly
owned subsidiary of Universal Compression Holdings, Inc., announced today that
it has commenced a cash tender offer for all of its 9-7/8% Senior Discount
Notes due 2008. In conjunction with the tender offer, consent of holders of
the Notes is being solicited to approve certain amendments to the indenture
governing the Notes.
The tender offer and consent solicitation are subject to the terms and
conditions in the Offer to Purchase and Consent Solicitation Statement dated
January 2, 2001. The tender offer will expire at midnight, New York City
time, on February 6, 2001, unless extended by Universal Compression, Inc. The
consent solicitation will expire at midnight, New York City time, on
January 19, 2001, unless extended.
The tender offer purchase price will be equal to approximately 101% of
the accreted value of the Notes on the expiration date, which is equal to
$830.91 for each $1,000 principal amount of the Notes at maturity, calculated
as of February 6, 2001. A consent payment of $4.10 per $1,000 principal
amount of Notes will be paid to each registered holder of the Notes who
delivers a consent prior to January 19, 2001 and does not revoke such consent
prior to the date on which the supplemental indenture is executed. Holders
will be required to tender their Notes in order to consent to the proposed
amendments.
Universal Compression, Inc. has entered into a definitive agreement to
acquire Weatherford Global Compression Services, L.P., through a merger of
Enterra Compression Company, the parent of Weatherford Global and its
affiliated companies, with and into Universal Compression, Inc. If
consummated, Universal Compression, Inc. will refinance the existing credit
and operating lease facilities of Universal Compression, Inc. and Weatherford
Global. Receipt of the requisite consents is not required for the Company to
effect the acquisition of Weatherford Global or the related financing.
The principal purpose of the tender offer and consent solicitation is to
create clarity for the Company's capital structure following the acquisition
of Weatherford Global and the consummation of any related financings and
to simplify the related refinancing of the Company's balance sheet. The
total consideration for the repurchase of the Notes and the consents is
approximately 101.5% of the accreted value of the Notes on the currently
scheduled expiration date. The repurchase price required to be offered by
the Company pursuant to the indenture as a result of the acquisition of
Weatherford Global is approximately 101% of the accreted value of the Notes
as of the date of that repurchase.
The consummation of the tender offer and consent solicitation are subject
to a number of conditions, including the consummation of the acquisition of
Weatherford Global, the consummation of the financings related to the
acquisition of Weatherford Global and the tender offer on terms acceptable to
the Company, and the valid tender and consent of at least a majority in
aggregate outstanding principal amount of Notes, as set forth in the Offer to
Purchase and Consent Solicitation Statement. There can be no assurance that
any such transactions will be consummated, or if consummated, will be on
favorable terms.
Deutsche Bank Securities, Inc. is the dealer manager for the tender offer
and consent solicitation and can be reached at 800-553-2826. Requests for
assistance or additional sets of the offer materials may be directed to
MacKenzie Partners, Inc., the Information Agent, at 800-322-2885 or
212-929-5500.
This announcement is not an offer to purchase, a solicitation of an offer
to purchase or a solicitation of consents with respect to the Notes. The
tender offer and consent solicitation are being made solely by the Offer to
Purchase and Consent Solicitation Statement. This offer is not being made to,
nor will tendered Notes be accepted from or on behalf of holders in any
jurisdiction where the making of the offer or the acceptance thereof would not
be in compliance with the laws of such jurisdiction. In any jurisdiction
where the securities, blue sky laws or other laws require the offer to be made
by a licensed broker or dealer, the offer shall be deemed to be made on behalf
of Universal Compression, Inc. by the dealer manager or one or more registered
brokers or dealer licensed under the laws of such jurisdiction.
Statements about Universal Compression, Inc.'s outlook and all other
statements in this release other than historical facts are forward-looking
statements with in 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 Universal Compression, Inc.'s control,
which could cause actual results to differ materially from such statements.
While Universal Compression, Inc. believes that the assumptions concerning
future events are reasonable, it cautions that there are inherent 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 business. Among the important factors
that could cause actual results to differ materially from those indicated by
such forward-looking statements are uncertainties concerning the completion of
the transactions contemplated above and the availability of financing
therefore. These risk factors, when applicable, are discussed in Universal's
filings with the Securities and Exchange Commission, copies of which are
available to the public. Universal Compression, Inc. disclaims any intention
or obligation to revise or update any forward-looking statements whether as a
result of new information, future events, or otherwise.
Universal Compression, Inc. is a subsidiary of Universal Compression
Holdings, Inc., which is a publicly traded company (NYSE: UCO). Universal
Compression Holdings, Inc., together with its operating subsidiary Universal
Compression, Inc., is headquartered in Houston, Texas and is a leading natural
gas compression services company, providing a full range of rental, sales,
operations, maintenance and fabrication services, and products to the domestic
and international natural gas industry.
SOURCE Universal Compression Holdings, Inc.
CONTACT: Richard W. FitzGerald, Senior Vice President and Chief Financial Officer of Universal Compression, Inc., 713-335-7000