Hanover Compressor Company Announces Pricing of Tender Offers and Consent Solicitations
August 06 2007 - 6:00AM
Business Wire
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not validly withdrawn prior to 5:00 p.m., New York City time, on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tendered and not validly withdrawn prior to the Consent Payment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amount of the 7.5% Notes validly tendered and not validly withdrawn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.
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