Cooper Cameron Commences Cash Tender Offer for Its Outstanding 1.75% Convertible Senior Debentures Due 2021
April 06 2004 - 6:23PM
PR Newswire (US)
Cooper Cameron Commences Cash Tender Offer for Its Outstanding
1.75% Convertible Senior Debentures Due 2021 HOUSTON, April 6
/PRNewswire-FirstCall/ -- Cooper Cameron Corporation today
commenced a cash tender offer to purchase any and all of its
outstanding $200,000,000 1.75% Convertible Senior Debentures due
2021 (the "Debentures"). The tender offer is scheduled to expire at
9:00 a.m., New York City time, on May 5, 2004, unless extended or
earlier terminated. The tender offer is not subject to the receipt
of any minimum amount of tenders. The Company is offering to
purchase the Debentures at a purchase price equal to $1,000 per
$1,000 principal amount of Debentures, plus accrued and unpaid
interest up to, but not including, the payment date. The principal
purpose of the tender offer is to acquire all of the outstanding
Debentures as a step in refinancing the indebtedness represented
thereby. The Company will deliver the Debentures that are purchased
in the tender offer to J.P. Morgan Trust Company, National
Association, as Trustee, for cancellation, and those Debentures
will cease to be outstanding. The tender offer is conditioned upon
the Company receiving financing sufficient to pay the purchase
price for all validly tendered Debentures. The Company intends to
obtain the funds necessary to pay the purchase price through the
public or private sale of the Company's debt or convertible debt
securities. The Company also intends to arrange a short-term
liquidity facility that will be available to fund the purchase
price if the Company is unable to complete the sale of its
securities on acceptable terms. This press release is neither an
offer to purchase nor a solicitation of an offer to sell securities
and no recommendation is made as to whether or not holders of the
Debentures should tender their Debentures pursuant to the tender
offer. The tender offer is made only by the Offer to Purchase dated
April 6, 2004. The terms and conditions of the tender offer appear
in the Company's Offer to Purchase and the related Letter of
Transmittal. The tender offer is subject to a number of conditions,
including the Company's ability to finance the tender offer and
other general conditions. Copies of the Offer to Purchase, the
Letter of Transmittal and other related documents have been filed
with the SEC today as exhibits to the Schedule TO and will be
delivered to holders of the Debentures. These documents contain
important information about the Company, the Debentures, the
Company's offer to purchase the Debentures and related matters.
Investors and security holders are urged to read carefully the
Schedule TO and all exhibits thereto, including the Offer to
Purchase and Letter of Transmittal. Investors and security holders
can obtain free copies of the Schedule TO, Offer to Purchase and
Letter of Transmittal and other documents filed with the SEC by the
Company through the website maintained by the SEC at
http://www.sec.gov/ . The Company has retained UBS Securities LLC
to act as Dealer Manager in connection with the tender offer.
Questions about the tender offer may be directed to UBS Securities
LLC at (888) 722-9555 (x4210) (toll-free) or (203) 719-4210
(collect), or to Georgeson Shareholder Communications, the
information agent for the tender offer, at (212) 440-9800
(telephone for banks and brokers) or (800) 387-8819 (toll-free).
Cooper Cameron Corporation is a leading international manufacturer
of oil and gas pressure control equipment, including valves,
wellheads, controls, chokes, blowout preventers and assembled
systems for oil and gas drilling, production and transmission used
in onshore, offshore and subsea applications, and provides oil and
gas separation equipment. Cooper Cameron is also a leading
manufacturer of centrifugal air compressors, integral and separable
gas compressors and turbochargers. Website:
http://www.coopercameron.com/ Nothing in this press release
constitutes an offer of any securities for sale by the Company. Any
securities offered or sold in a private placement to obtain
proceeds to finance the purchase of the Debentures in the tender
offer will not be registered under the Securities Act of 1933 as
amended and may not be offered or sold in the United States absent
registration under the Securities Act or any applicable exemption
from registration. In addition to the historical data contained
herein, this press release contains forward-looking statements that
involve risks and uncertainties and were madein reliance upon the
safe harbor provisions of the Private Securities Litigation Reform
Act of 1995. Specific forward-looking statements include:
statements regarding the Company's ability to finance the tender
offer and the completion of the tender offer. In particular, the
Company's completion of the tender offer and the terms of the
tender offer are subject to various risks, including prevailing
conditions in the public capital markets. There can be no assurance
that the tender offer will be successfully completed. The Company
undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise. The Company's actual results could
differ materially from those anticipated in these forward-looking
statements for many reasons.
http://www.newscom.com/cgi-bin/prnh/20010706/CAMLOGO
http://photoarchive.ap.org/ DATASOURCE: Cooper Cameron Corporation
CONTACT: R. Scott Amann, Vice President, Investor Relations of
Cooper Cameron Corporation, +1-713-513-3344 Web site:
http://www.sec.gov/ Web site: http://www.coopercameron.com/
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