Dresser completes consent solicitation for 9 3/8% notes

New York, Dec. 5 - Dresser Inc. (B2) said it has completed its previously announced solicitation of consents from holders of its 9 3/8% senior subordinated notes due 2011, having received consents from the holders of more than a majority of the notes when the solicitation expired as scheduled at 5 p.m. ET on Dec. 4, without extension.

Accordingly, the indenture amendment and waiver the company was seeking have been approved, the supplemental indenture giving effect to the amendment and waiver was executed, and with the consent solicitation now officially closed, consents may no longer be revoked.

As previously announced, Dresser, a Dallas-based manufacturer of flow control, measurement systems and compression and power systems segments for the energy industry, said on Nov. 18 that it had begun soliciting consents from holders of its $550 million principal amount of 9 3/8% notes in connection with its previously announced restatement of its financial statements.

It set an expiration deadline of 5 p.m. ET Dec. 4, subject to possible extension.

Dresser said it was seeking the amendment and waiver of some of the reporting requirements in the note indenture, which would allow it to present to noteholders financial statements for the year ended Dec. 31, 2000 and prior years on an unaudited basis and to defer to Dec. 15, 2003 its obligation to comply with its indenture financial reporting covenant.

The consent solicitation would also waive all defaults under the indenture's reporting requirements through the completion of the consent solicitation.

Dresser said it would pay a fee of $2.50 in cash for each $1,000 principal amount of notes for which consent was given.

It said the amendment and waiver would require the consent of holders of a majority by principal amount of the notes.

Morgan Stanley & Co. Inc. was the solicitation agent (contact Megan Leary at 800 624-1808 or 212 761-1284 (collect)). The information agent was MacKenzie Partners Inc. (800 322-2885 or 212 929-5500 (collect)).

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