HOUSTON, May 14 /PRNewswire-FirstCall/ -- Universal Compression, Inc., a
wholly owned subsidiary of Universal Compression Holdings, Inc. (NYSE: UCO),
announced today that it is commencing a tender offer for any and all of its
$229.75 million aggregate principal amount outstanding 9 7/8% Senior Discount
Notes due 2008 (CUSIP No. 913433AB4), (the "Notes"). The tender offer is
being made pursuant to an Offer to Purchase dated May 14, 2003, and related
Letter of Transmittal, which more fully set forth the terms of the tender
offer.
The tender offer is scheduled to expire at 12:00 midnight, New York City
time on June 11, 2003, unless extended or earlier terminated (the "Expiration
Date"). Holders of Notes who tender their Notes on or prior to 5:00pm, New
York City time, on May 20, 2003, unless extended or earlier terminated (the
"Early Tender Date"), will receive the Total Consideration of 105.35% of the
principal amount of the Notes validly tendered (as described below). Holders
who tender their Notes after 5:00 pm, New York City time, on the Early Tender
Date but prior to the Expiration Date, will receive 104.938% of the principal
amount of the Notes validly tendered (the "Tender Offer Consideration"). The
Total Consideration is the sum of the Tender Offer Consideration and a premium
of 0.412% paid to each holder of Notes that validly tenders on or prior to the
Early Tender Date. In each case, holders that validly tender their Notes
shall receive accrued and unpaid interest up to, but not including, the
applicable payment date.
The tender offer is subject to a number of conditions, including the
completion of a new senior notes offering, and is expected to be financed by a
combination of the new senior notes offering, excess cash and borrowings under
an existing revolving credit agreement.
Universal Compression, Inc. currently intends to call for redemption upon
satisfaction of the financing condition, in accordance with the terms of the
indenture governing the Notes, all Notes that remain outstanding after the
Expiration Date, at the applicable redemption price of 104.938% of the
principal amount thereof, plus interest accrued to the redemption date. This
statement of intent shall not constitute a notice of redemption under the
indenture. Such notice, if made, will only be made in accordance with the
applicable provisions of the indenture.
Questions regarding the tender offer should be directed to Lehman
Brothers, the sole Dealer-Manager for the tender offer, at 212-528-7581 or
800-438-3242 (Attention: Emily Shanks). Requests for assistance or additional
sets of the offer materials may be directed to Mellon Investor Services, the
Information Agent for the tender offer, at 866-323-8159 or 917-320-6286.
This press release shall not constitute an offer to purchase or a
solicitation of acceptance of the tender offer, which may be made only
pursuant to the terms of the offer to purchase and related letter of
transmittal. In any jurisdiction where the laws require the offer to be made
by a licensed broker or dealer, the offer shall be deemed made on behalf of
the company by Lehman Brothers Inc. or one or more registered brokers or
dealers under the laws of such jurisdiction.
Universal Compression, headquartered in Houston, Texas, is a leading
natural gas compression services company, providing a full range of contract
compression, sales, operations, maintenance and fabrication services to the
domestic and international natural gas industry.
Statements about Universal'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 Universal's control, which could cause actual results to differ
materially from such statements. While Universal 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 business. Among the important
factors that could cause actual results to differ materially from those
indicated by such forward-looking statements are the demand for Universal's
products and services and worldwide economic and political conditions. These
and other risk factors are discussed in Universal's filings with the
Securities and Exchange Commission, copies of which are available to the
public. Universal 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.