HOUSTON--(BUSINESS WIRE)--Aug. 6, 2007--Hanover Compressor Company
(NYSE:HC) (the "Company") today announced the pricing terms for its
previously announced tender offers and consent solicitations for (1)
$200 million in aggregate principal amount of its 8.625% Senior Notes
due 2010 (CUSIP 410768AF2) (the "8.625% Notes"), (2) $200 million in
aggregate principal amount of its 9.0% Senior Notes due 2014 (CUSIP
410768AG0) (the "9.0% Notes") and (3) $150 million in aggregate
principal amount of its 7.5% Senior Notes due 2013 (CUSIP 410768AH8)
(the "7.5% Notes," and together with the 8.625% Notes and the 9.0%
Notes, the "Notes").
The total consideration per $1,000 principal amount of the 8.625%
Notes validly tendered and not validly withdrawn prior to 5:00 p.m.,
New York City time, on August 1, 2007 (the "Consent Payment Deadline")
is $1,052.39, of which $30.00 is the consent payment. As of 2:00 p.m.,
New York City time, on August 3, 2007, (the "Price Determination
Date"), the yield to maturity on the 4.25% U.S. Treasury Note due
November 30, 2007, the reference security for the 8.625% Notes, was
4.863% and the tender offer yield on the 8.625% Notes was 5.363%.
Holders whose 8.625% Notes are validly tendered at or after the
Consent Payment Deadline and prior to 5:00 p.m., New York City time,
on August 17, 2007 (the "Expiration Time") and are accepted for
payment will receive the tender offer consideration of $1,022.39 per
$1,000 principal amount of 8.625% Notes tendered, which amount does
not include the $30.00 consent payment.
The total consideration per $1,000 principal amount of the 9.0%
Notes validly tendered and not validly withdrawn prior to the Consent
Payment Deadline is $1,107.26, of which $30.00 is the consent payment.
As of the Price Determination Date, the yield to maturity on the
4.875% U.S. Treasury Note due May 31, 2009, the reference security for
the 9.0% Notes, was 4.563% and the tender offer yield on the 9.0%
Notes was 5.063%. Holders whose 9.0% Notes are validly tendered at or
after the Consent Payment Deadline and prior to the Expiration Time
and are accepted for payment will receive the tender offer
consideration of $1,077.26 per $1,000 principal amount of 9.0% Notes
tendered, which amount does not include the $30.00 consent payment.
The total consideration per $1,000 principal amount of the 7.5%
Notes validly tendered and not validly withdrawn prior to the Consent
Payment Deadline is $1,094.11, of which $30.00 is the consent payment.
As of the Price Determination Date, the yield to maturity on the 4.0%
U.S. Treasury Note due April 15, 2010, the reference security for the
7.5% Notes, was 4.503% and the tender offer yield on the 7.5% Notes
was 5.003%. Holders whose 7.5% Notes are validly tendered at or after
the Consent Payment Deadline and prior to the Expiration Time and are
accepted for payment will receive the tender offer consideration of
$1,064.11 per $1,000 principal amount of 7.5% Notes tendered, which
amount does not include the $30.00 consent payment.
In addition, holders whose Notes are validly tendered and accepted
for purchase will receive accrued and unpaid interest on those Notes
from the last interest payment date up to, but not including, the
applicable payment date for the offer.
Withdrawal rights with respect to tendered Notes have expired.
Accordingly, Notes tendered may no longer be withdrawn and consents
delivered may no longer be revoked.
The tender offers and consent solicitations will expire at the
Expiration Time, unless extended or earlier terminated by the Company.
The Company reserves the right to terminate, withdraw or amend the
tender offers and consent solicitations at any time subject to
applicable law.
The Company's obligation to accept for purchase, and to pay for,
Notes validly tendered and not validly withdrawn pursuant to the
tender offers and the consent solicitations is subject to the
satisfaction or waiver of certain conditions, including, among others,
the consummation of the mergers contemplated by the Agreement and Plan
of Merger among the Company, Universal Compression Holdings, Inc.
("Universal"), Exterran Holdings, Inc. (formerly Iliad Holdings, Inc.)
and Exterran's subsidiaries, dated February 5, 2007, as amended, and
the receipt of sufficient funds to consummate the tender offers. Each
tender offer and consent solicitation is independent of the others,
and the complete terms and conditions of the tender offers and the
consent solicitations are set forth in the tender offer documents,
which are being sent to holders of Notes. Holders of Notes are urged
to read the tender offer documents carefully.
The tender offers are part of the refinancing plan of the Company
and Universal being implemented in anticipation of the closing of
their pending merger, which is currently expected to occur on or about
August 20, 2007, if the conditions to the closing set forth in the
Agreement and Plan of Merger have been satisfied as of that date. As
part of the refinancing plan, Exterran Holdings, Inc., which will be
the publicly traded holding company following the completion of the
merger, has engaged Wachovia Capital Markets, LLC ("Wachovia
Securities") and J.P. Morgan Securities Inc. to arrange and syndicate
a senior secured credit facility, consisting of a revolving credit
facility and a term loan, and has engaged Wachovia to provide a new
asset-backed securitization facility to Exterran. The primary purpose
of these new facilities will be to fund the redemption or repurchase
of all of the Company's and Universal's outstanding debt other than
the Company's convertible debt securities and the credit facility of
Universal's publicly traded subsidiary, Universal Compression
Partners, L.P. The new facilities will replace the Company's and
Universal's existing bank lines and Universal's existing asset-backed
securitization facility. The closing of the new facilities is subject
to, among other things, the receipt of sufficient commitments from
participating lenders and the execution of mutually satisfactory
documentation.
Wachovia Securities has been retained to act as exclusive dealer
manager in connection with the tender offers and consent
solicitations. Questions about the tender offers and consent
solicitations may be directed to Wachovia Securities at (866) 309-6316
(toll free) or (704) 715-8341 (collect). Copies of the tender offer
documents and other related documents may be obtained from D.F. King &
Co., Inc., the information agent for the tender offers and consent
solicitations, at (800) 859-8508 (toll free) or (212) 269-5550
(collect).
The tender offers and consent solicitations are being made solely
by means of the tender offer documents. Under no circumstances shall
this press release constitute an offer to purchase or the solicitation
of an offer to sell the Notes or any other securities of the Company
or any other person, nor shall there be any offer or sale of any Notes
or other securities in any state or jurisdiction in which such an
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. This
press release also is not a solicitation of consents to the proposed
amendments to the indentures and the Notes. No recommendation is made
as to whether holders of the Notes should tender their Notes or give
their consent.
About Hanover Compressor Company
Hanover Compressor Company is a global market leader in full
service natural gas compression and a leading provider of service,
fabrication and equipment for oil and natural gas production,
processing and transportation applications. Hanover sells and rents
this equipment and provides complete operation and maintenance
services, including run-time guarantees for both customer-owned
equipment and its fleet of rental equipment.
Forward-Looking Statements
All statements in this release (and oral statements made regarding
the subjects of 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 Hanover's control, which could cause actual results
to differ materially from such statements. Forward-looking information
includes, but is not limited to, statements regarding the ability of
Universal and Hanover to complete their proposed merger, the expected
timing of the closing of the merger, Universal's and Hanover's plans
for and the timing of the refinancing of certain of their outstanding
debt obligations and Exterran's plans for and the timing of its
entering into a new credit facility and asset-backed securitization
facility. While Hanover 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 or Exterran's business. Among
the factors that could cause results to differ materially from those
indicated by such forward-looking statements are the failure to
receive the approval of the merger by the shareholders of Hanover and
Universal and satisfaction of various other conditions to the closing
of the merger contemplated by the merger agreement, the possible
inability to obtain sufficient commitments to the credit facility from
participating lenders or the inability to reach agreement with
participating lenders on mutually satisfactory documentation for the
credit facility or the securitization facility.
These forward-looking statements are also affected by the risk
factors, forward-looking statements and challenges and uncertainties
described in Hanover's Annual Report on Form 10-K for the year ended
December 31, 2006, as amended by Amendment No. 1 thereto, and those
set forth from time to time in Hanover's filings with the Securities
and Exchange Commission ("SEC"), which are available through
www.hanover-co.com. Except as required by law, Hanover 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.
Additional Information
In connection with the proposed merger of Universal Compression
Holdings and Hanover Compressor Company, a registration statement of
the new company, Exterran Holdings, Inc. (formerly Iliad Holdings,
Inc.), which includes definitive proxy statements of Universal and
Hanover, a prospectus of Exterran and other materials, has been filed
with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY
READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS BECAUSE IT CONTAINS
IMPORTANT INFORMATION ABOUT UNIVERSAL, HANOVER, EXTERRAN AND THE
PROPOSED TRANSACTION. Investors and security holders may obtain a free
copy of the definitive proxy statement/prospectus without charge, at
the SEC's web site at www.sec.gov, Universal's web site at
www.universalcompression.com, and Hanover's web site at
www.hanover-co.com. Copies of the definitive proxy
statement/prospectus and the SEC filings that are incorporated by
reference therein may also be obtained for free by directing a request
to either Investor Relations, Universal Compression Holdings, Inc.,
713-335-7000 or to Investor Relations, Hanover Compressor Company,
832-554-4856.
Participants in Solicitation
Universal Compression Holdings and Hanover Compressor Company and
their respective directors, officers and certain other members of
management may be deemed to be participants in the solicitation of
proxies from their respective stockholders in respect of the merger.
Information about these persons can be found in the definitive proxy
statement/prospectus that has been filed with the SEC in connection
with the proposed transaction.
CONTACT: Hanover Compressor Company
Investor Relations Inquiries:
Lee E. Beckelman, (281) 405-5194
Senior Vice President and Chief Financial Officer
E-mail: lbeckelman@hanover-co.com
Stephen York, (832) 554-4856
Vice President, Investor Relations and Technology
E-mail: syork@hanover-co.com
SOURCE: Hanover Compressor Company