Filed by Universal Compression Holdings, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Exterran Holdings, Inc.
Commission File No. 333-141695
Houston, August 6, 2007
Hanover Compressor Company Announces Pricing of
Tender Offers and Consent Solicitations
Hanover Compressor Company (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
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validly withdrawn prior to 5:00 p.m., New York City time, on August 1, 2007 (the Consent Payment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validly withdrawn prior to the Consent Payment Deadline is $1,107.26, of which $30.00 is the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
12001 North Houston Rosslyn, Houston, Texas 77086
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 Companys 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
Exterrans 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 Companys and Universals outstanding debt other than the Companys convertible debt
securities and the credit facility of Universals publicly traded subsidiary, Universal Compression
Partners, L.P. The new facilities will replace the Companys and Universals existing bank lines
and Universals 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
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.
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 Hanovers 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, Universals and Hanovers plans for and the timing of the refinancing of
certain of their outstanding debt obligations and Exterrans 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 Exterrans 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 Hanovers 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 Hanovers 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.
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
SECs web site at www.sec.gov, Universals web site at www.universalcompression.com, and Hanovers
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.
Investor Relations Inquiries:
Lee E. Beckelman
Senior Vice President and Chief Financial Officer
Tel: (281) 405-5194
Vice President, Investor Relations and Technology
Tel: (832) 554-4856