HOUSTON--(BUSINESS WIRE)--Aug. 1, 2007--Hanover Compressor Company
(the "Company") today announced that, in connection with its
previously announced tender offers and consent solicitations for $550
million of its outstanding senior notes (as described in the table
below and, collectively, the "Notes"), it has received the requisite
consents to amend the indentures governing the Notes. As of 5:00 p.m.,
New York City time, on August 1, 2007 (the "Consent Payment
Deadline"), the Company had received tenders and consents as displayed
in the table below.
Principal % Tendered
Amount and
Tendered and With
With Respect
Respect to to
Which Which
Principal Consents Consents
CUSIP Amount Were Were
Title of Security Number Outstanding Delivered Delivered
----------------------------------------------------------------------
8.625% Senior Notes due 410768AF2
2010 $200,000,000 $199,815,000 99.91%
----------------------------------------------------------------------
9.0% Senior Notes due 410768AG0
2014 $200,000,000 $200,000,000 100%
----------------------------------------------------------------------
7.5% Senior Notes due 410768AH8
2013 $150,000,000 $150,000,000 100%
----------------------------------------------------------------------
The supplemental indentures effecting the proposed amendments have
been executed and have become effective, and the amendments to the
indentures will become operative upon the acceptance for purchase of
the Notes by the Company. The amendments to the indentures eliminate
substantially all of the restrictive covenants and eliminate or modify
certain events of default in the indentures governing the Notes, as
described in the Offer to Purchase and Consent Solicitation Statement
dated as of July 19, 2007 ("the Offer to Purchase"). 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tendered may no longer be withdrawn and consents delivered may no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.
Each holder who validly tenders its Notes and delivers consents at
or after the Consent Payment Deadline will not be entitled to receive
the consent payment of $30 for each $1,000 principal amount of Notes
tendered by such holder and accepted for purchase pursuant to a tender
offer.
The tender offers and consent solicitations will expire at 5:00
p.m., New York City time, on August 17, 2007, 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.
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.
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
lbeckelman@hanover-co.com
or
Stephen York, 832-554-4856
Vice President, Investor Relations and Technology
syork@hanover-co.com
SOURCE: Hanover Compressor Company