Hanover Compressor Company Announces Receipt of the Requisite Consents in Connection with Its Tender Offers and Consent Solicita
August 01 2007 - 7:30PM
Business Wire
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Accordingly, Notes tendered may no longer be withdrawn and consents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.
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