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EXHIBIT 99.2
CONTACT:
Richard W. FitzGerald
Senior Vice President and Chief Financial Officer
Universal Compression, Inc.
713-335-7000
UNIVERSAL COMPRESSION, INC. COMMENCES TENDER OFFER
FOR ITS 9 7/8% SENIOR DISCOUNT NOTES
HOUSTON, TEXAS, JANUARY 2, 2001 - Universal Compression, Inc., a wholly owned
subsidiary of Universal Compression Holdings, Inc., announced today that it has
commenced a cash tender offer for all of its 9 7/8% Senior Discount Notes due
2008. In conjunction with the tender offer, consent of holders of the Notes is
being solicited to approve certain amendments to the indenture governing the
Notes.
The tender offer and consent solicitation are subject to the terms and
conditions in the Offer to Purchase and Consent Solicitation Statement dated
January 2, 2001. The tender offer will expire at midnight, New York City time,
on February 6, 2001, unless extended by Universal Compression, Inc. The consent
solicitation will expire at midnight, New York City time, on January 19, 2001,
unless extended.
The tender offer purchase price will be equal to approximately 101% of
the accreted value of the Notes on the expiration date, which is equal to
$830.91 for each $1,000 principal amount of the Notes at maturity, calculated as
of February 6, 2001. A consent payment of $4.10 per $1,000 principal amount of
Notes will be paid to each registered holder of the Notes who delivers a consent
prior to January 19, 2001 and does not revoke such consent prior to the date on
which the supplemental indenture is executed. Holders will be required to tender
their Notes in order to consent to the proposed amendments.
Universal Compression, Inc. has entered into a definitive agreement to
acquire Weatherford Global Compression Services, L.P., through a merger of
Enterra Compression Company, the parent of Weatherford Global and its affiliated
companies, with and into Universal Compression, Inc. If consummated, Universal
Compression, Inc. will refinance the existing credit and operating lease
facilities of Universal Compression, Inc. and Weatherford Global. Receipt of the
requisite consents is not required for the Company to effect the acquisition of
Weatherford Global or the related financing.
The principal purpose of the tender offer and consent solicitation is
to create clarity for the Company's capital structure following the acquisition
of Weatherford Global and the consummation of any related financings and to
simplify the related refinancing of the Company's balance sheet. The total
consideration for the repurchase of the Notes and the consents is approximately
101.5% of the accreted value of the Notes on the currently scheduled expiration
date. The repurchase price required to be offered by the Company pursuant to the
indenture as a result of the acquisition of Weatherford Global is approximately
101% of the accreted value of the Notes as of the date of that repurchase.
The consummation of the tender offer and consent solicitation are
subject to a number of conditions, including the consummation of the acquisition
of Weatherford Global, the consummation of the financings related to the
acquisition of Weatherford Global and the tender offer on terms acceptable to
the Company, and the valid tender and consent of at least a majority in
aggregate outstanding principal amount of Notes, as set forth in the Offer to
Purchase and Consent Solicitation Statement. There can be no assurance that any
such transactions will be consummated, or if consummated, will be on favorable
terms.
Deutsche Bank Securities, Inc. is the dealer manager for the tender
offer and consent solicitation and can be reached at (800) 553-2826. Requests
for assistance or additional sets of the offer materials may be directed to
MacKenzie Partners, Inc., the Information Agent, at (800) 322-2885 or (212)
929-5500.
This announcement is not an offer to purchase, a solicitation of an
offer to purchase or a solicitation of consents with respect to the Notes. The
tender offer and consent solicitation are being made solely by the Offer to
Purchase and Consent Solicitation Statement. This offer is not being made to,
nor will tendered Notes be accepted from or on behalf of holders in any
jurisdiction where the making of the offer or the acceptance thereof would not
be in compliance with the laws of such jurisdiction. In any jurisdiction where
the securities, blue sky laws or other laws require the offer to be made by a
licensed broker or dealer, the offer shall be deemed to be made on behalf of
Universal Compression, Inc. by the dealer manager or one or more registered
brokers or dealer licensed under the laws of such jurisdiction.
Statements about Universal Compression, Inc.'s outlook and all other
statements in this release other than historical facts are forward-looking
statements with in 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 Universal Compression, Inc.'s control, which
could cause actual results to differ materially from such statements. While
Universal Compression, Inc. believes that the assumptions concerning future
events are reasonable, it cautions that there are inherent 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 business. Among the important factors that
could cause actual results to differ materially from those indicated by such
forward-looking statements are uncertainties concerning the completion of the
transactions contemplated above and the availability of financing therefore.
These risk factors, when applicable, are discussed in Universal's filings with
the Securities and Exchange Commission, copies of which are available to the
public. Universal Compression, Inc. disclaims any intention or obligation to
revise or update any forward-looking statements whether as a result of new
information, future events, or otherwise.
Universal Compression, Inc. is a subsidiary of Universal Compression
Holdings, Inc., which is a publicly traded company (NYSE ticker symbol: UCO).
Universal Compression Holdings, Inc., together with its operating subsidiary
Universal Compression, Inc., is headquartered in Houston, Texas and is a leading
natural gas compression services company, providing a full range of rental,
sales, operations, maintenance and fabrication services, and products to the
domestic and international natural gas industry.
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