Hanover Comp (NYSE:HC)
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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.
Title of Security
CUSIP
Number
Principal Amount Outstanding
Principal Amount
Tendered and With
Respect to Which
Consents Were
Delivered
% Tendered and
With Respect to
Which Consents
Were Delivered
8.625% Senior Notes due 2010
410768AF2
$200,000,000
$199,815,000
99.91
%
9.0% Senior Notes due 2014
410768AG0
$200,000,000
$200,000,000
100
%
7.5% Senior Notes due 2013
410768AH8
$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Accordingly, Notes tendered may no longer be withdrawn and consents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.