Hanover Compressor Company Announces Pricing of Tender Offers and Consent Solicitations



    HOUSTON, August 6 /CNW/ - 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validly tendered and not validly withdrawn prior to 5:00 p.m., New York City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validly tendered and not validly withdrawn prior to the Consent Payment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validly tendered and not validly withdrawn prior to the Consent Payment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.




For further information:

For further information: Hanover Compressor Company Investor Relations
Inquiries: Lee E. Beckelman, (281) 405-5194 Senior Vice President and Chief
Financial Officer E-mail: lbeckelman@hanover-co.com Stephen York, (832)
554-4856 Vice President, Investor Relations and Technology E-mail:
syork@hanover-co.com

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HANOVER COMPRESSOR COMPANY

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