Hanover Comp (NYSE:HC)
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From Sep 2019 to Sep 2024
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validly tendered and not validly withdrawn prior to 5:00 p.m., New York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validly tendered and not validly withdrawn prior to the Consent Payment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validly tendered and not validly withdrawn prior to the Consent Payment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.